The Ones Left Behind
by TitansRule
Summary: Peggy Carter and Howard Stark are determined not to leave Captain America where he is, even if it takes the rest of their lives to find him. In the aftermath of war, there is chaos, and when tragedy strikes, Howard makes a decision that changes everything. Post Captain America: The First Avenger; pre-Iron Man 1. Peggy/Steve; Howard/Maria
1. Chapter 1

**AN: Yes, I'm doing that thing again, where I revise already posted works. So sue me.**

* * *

**September 1945**

Desperate times called for desperate measures.

Hitler and his army continually bounced back from everything thrown at them, forcing their enemies to construct bigger and better solutions to the iron fist of injustice gripping Europe.

Never had the name HYDRA been more appropriate – for every facility raided, soldier killed, scientist taken into custody, at least three more seemed to pop up out of nowhere to take their place.

The Strategic Scientific Reserve worked day and night, tirelessly fighting to produce weapons, strategies, anything to put a stop to this mad man and to the group that did not seem to follow even his orders.

In the aftermath of the war, things changed rapidly. Any mention of the SSR around government and army officials led to mysterious bouts of deafness, all paperwork about some of their more extreme suggestions either buried or destroyed.

The most controversial of these, Project Rebirth, wound up the focus of fierce debate among the government and the army itself, because the result of Project Rebirth, Captain Steve Rogers, had been listed as MIA since his plane crashed into the Arctic Sea two months earlier.

To begin with, search and rescue parties launched as often as they could, the Howling Commandos leading the charge to bring their captain home.

But, as time passed, the orders arrived, splitting the Commandos up and sending them back to their original platoons and taking away any ability to do anything.

The last to fall was Agent Peggy Carter. Her transfer from the SSR to the US Armed Forces was smooth, but her responsibilities dwindled to filing and letter writing.

Peggy missed her old colleagues dearly. If any were put off by the fact that she was female, they had seldom shown it, and those she interacted with on a regular basis treated her as nothing less than an equal.

This new team were not actively hostile, but they never quite met her eyes when they spoke to her, mistrust evident in their eyes and voice.

_Why are you here, _they seemed to be saying. _The war is over. Get back where you belong._

Peggy ignored every last implied insult, maintaining the cool, collected exterior that had served her through the worst of the combat.

The disrespect towards her, however covert, was to be expected, if not accepted, an unfortunate side effect of trying to make a military career as a woman now that war no longer made it a necessity.

A less stubborn woman might have returned to her native England, to the job at MI6 she had been assured was waiting for her.

But her mother had been killed in one of the many bombings of London, her father had suffered a heart attack when she was a child, and her grandparents had long since passed on, so there was no one to return to, and, besides, Peggy was not merely stubborn: she was a woman with a mission.

Captain America was a hero.

Steve Rogers was a good man – one of the best and bravest Peggy had ever met.

Whether they were the same person, or the former was simply an act Steve had donned along with the uniform, she didn't know, but it all ended in the same way.

It all ended with Steve Rogers crashing a plane into the Arctic, because he could walk away if the plane hit Manhattan, but the locals wouldn't.

Because his life, as always, was worth less than theirs.

It all ended with Steve Rogers dying to protect New York, sacrificing himself like the soldier he had always been, even before the serum and the muscles and the shield.

She was not going back to England – wasn't going anywhere – until Steve had been found and brought back home, even if she had to spend her summers diving in the Arctic herself.

The week following her transfer (or 'demotion' to be more accurate) ended with a visit from a low-level government clerk who stumbled into her office about an hour before she was due to go home. He didn't knock, and she gave him such an icy look that he turned bright red and began stammering for ten minutes without making much sense.

"Spit it out." She said crisply, her patience wearing thin.

"They sent me for Captain America's belongings, ma'am." He said hastily.

Peggy slowly replaced the cap of her pen and set it to one side. "Did they?" She asked coldly. "And what do they want with them?"

"I'm not sure." He admitted, rubbing the back of his neck sheepishly.

For a split-second, an image of Steve doing exactly the same thing flashed across her memory and she dropped her gaze to her paperwork before he could see the pain in her eyes. "Well, you're going to have to disappoint them."

"Ma'am, I have my orders." He said, taking a hesitant step towards her. "The guy I spoke to seemed to think that you had them."

Peggy brushed a foot against the box under her desk, filled with sketchbooks and what few personal effects Steve had owned with his army uniform folded up on top. "I know what is going to happen, if you take them. They will end up in a museum, continuing the work of 'Captain America' because _they're _easier to deal with. _They _don't speak, _they_ don't argue, _they_ don't risk disobeying orders, because _Captain America_ had a name and a spirit and they are leaving him to rot in a watery grave because it isn't fucking convenient to go looking for him. So, no, you can't take them and they are just going to have to deal with it." Her voice cracked embarrassingly, but she ignored it, glaring at him with venom that was no less in its intensity for the tears in her eyes.

"I understand, ma'am." He said gently, and there was a sympathy – not a pity – in her eyes that said that, yes, he _did_ understand. "But I have no choice. Unless Captain Rogers had any family?"

Peggy's glare softened, both at the clerk's attitude and the change of address. "No, I don't believe he did. His father died before he was born, mother died when he was eight, and his next of kin was Sergeant Barnes and …" a lump formed in her throat, momentarily silencing her before she managed to fight past it. "He's dead too."

He took another step towards her. "Because if he had family, his belongings would have to go to them. If he didn't, I have to take them."

Peggy grimaced, rubbing her temples and wishing for something alcoholic. "Then I'm afraid we find ourselves at an impasse."

The man heaved a sigh and closed the distance to her desk, leaning across it and lowering his voice so he couldn't be heard by anyone passing the open door. At this distance, she could almost count the stitches in his collar. "Agent Carter," he murmured, "work with me. If Captain Rogers had family, I would have no choice but to surrender his belongings to them. Do you understand?"

"Yes, but …" Peggy trailed off, his words suddenly registering with her. "Yes." She repeated softly. "Yes, I believe I do."

"Good." The man said, straightening up with a deceptively innocent expression. "Agent Carter, did Captain Rogers have any family?"

"Yes." Peggy answered, the lie tumbling out of her mouth with ease. "But they're miles away. Would you like the address?"

The smile he gave her was positively gleeful, and she couldn't help returning it. He was almost unrecognisable as the man who had burst through her door, his discomfort wiped away by the chance to get one-up on the superiors he so obviously disagreed with. "I'm afraid I really don't have the time, far too busy. I don't suppose I could impose on you to deliver them, could I? I'm sure they would appreciate it far more coming from someone who knew him."

"Not at all." Peggy said demurely, her tone at odds with the glint in her eye. "I'm sorry you had to come all the way out here for no reason, Mr …?"

"Steynes." He supplied, shaking her offered hand. "Michael Steynes. It was a pleasure, Agent Carter, and, if I may, I'm very sorry for your loss."

"Thank you." Peggy tightened her grip for a second, catching his attention before he could pull away. "And if _I _may, Captain Rogers would have been very impressed by you."

His face reddened, possibly even more so than when he had first entered, and he hastily took his leave.

Peggy shook her head in amusement, reaching for the telephone on her desk. Her smile felt foreign and unfamiliar, such a rarity it was for her to smile these days.

Monday morning would bring another visit, someone less inclined to take no for an answer, and the items had to be off base by then, or she would have no hope of protecting Steve's memory.

By necessity, then, she would also need to find an actual place to live that wasn't on base, so she had somewhere to store them.

Fortunately, both of these things could be accomplished by a single telephone call and she dialled Howard Stark's number from memory. She only had two days' leave, but if anyone could work miracles in this situation, it was Howard.

_"Stark residence."_

"Good evening, Jarvis." Peggy greeted, recognising Howard's butler's voice. "It's Agent Carter. Could I speak with Mr Stark please?"

_"Certainly, Agent Carter. He will be with you in one moment."_

Peggy waited patiently, absently toying with the telephone cord.

_"Peggy! How are you?"_

Her smile grew, betraying how much she had missed the man who had become such a good friend during the war. "I'm getting there. It's good to hear your voice, Howard. It's been a while."

_"It has indeed." _He agreed. _"I'm glad you called – I was just about to call you actually. I'm having a little get-together this evening; are you free?"_

Peggy raised an eyebrow, even though he couldn't see her. That was so like Howard, to leave such an invitation until the last minute. "As a matter of fact, I am."

_"Wonderful. I can send a car to pick you up – half an hour alright?"_

"Perfectly fine." Peggy said. "As a matter of fact, that's why I called. I need your help …"

* * *

Over the next thirty minutes, and the subsequent ride to his Manhattan home, Peggy thought long and hard about what kind of 'get-together' Howard was having, but the last thing she expected, after he had greeted her with a hug at the door and ushered her through to the sitting room, was at least twenty women, waiting with tumblers of scotch.

Peggy observed them for a few minutes, turning detective when it became clear that Howard was not about to make introductions. They were all fairly young, a mixture of blonde, brunettes and redheads, their clothes betraying a range of backgrounds – in fact, the only thing they seemed to have in common were finely toned muscles, which suggested that they were either soldiers or …

"Howard," Peggy said calmly. "Why do you have a room full of USO dancers?"

"They turned up _en masse_ this afternoon." Howard explained. "Wanted my help. Ladies, this is Agent Peggy Carter, formerly of the SSR. She worked with Captain Rogers."

"Is it true, ma'am?" One of the women asked. "Are they really going to leave him out there?"

Peggy hesitated, thrown off by the question, but of course Steve had managed to inspire loyalty in his dancers as easily as his men. "Yes, I'm afraid they are."

"It ain't right." Another of the women said, scowling. "After all he did."

"We'll get him back." Peggy said, with more certainty than she felt. "Even if it takes me the rest of my life, I will bring him home."

"I couldn't agree more." Howard put in, pushing a glass into her hand and raising his own. "To Steve Rogers."

The toast echoed around the room and Peggy took a sip, the alcohol burning its way down her throat, excusing the tears stinging behind her eyes. She blinked them away hastily, but Howard, with remarkable perceptiveness (for him, at least) steered her into a chair, pressing a handkerchief into her hand. "Long week?"

"The longest." Peggy muttered, dabbing at her eyes. Here, hidden away from much of the world, she could afford to drop her guard a little, allow herself to accept the comfort Howard offered her. "They won't look. The war's over. We don't … We don't need Captain America anymore."

"Forget Captain _America_!" The woman closest to her protested. "That's just PR, anyone can wear a costume – what about Captain _Rogers_?"

Peggy set the handkerchief on her lap, taking another sip of scotch. "I didn't know you knew him that well."

A blonde woman, clearly the oldest present (although that wasn't saying much), took a drag of her cigarette, laughing as she exhaled. "Six months on tour, doll."

"I know that." Peggy said, dropping her gaze. "But Steve was hopeless at talking to women."

The woman closest to her giggled. "Wasn't he just? Took him almost a month to relax around us. We were worried at first – I'd say you can't imagine how men treat showgirls, but I bet you can …"

"What Maria's trying to say," her neighbour chimed in, "is that once he stopped blushing and stammering, he was an absolute doll to have around. Remembered everything we mentioned around him, family, birthdays … he used to help us do our hair; we taught him how to French-braid …"

Howard chuckled. "Barnes is spinning in his grave – he'd have left with an army of bastard kids, and Steve left with hair-styling tips."

Peggy managed a weak smile, but thoughts of Bucky's grave (or lack thereof – and when did he become 'Bucky' in her mind, instead of 'Barnes', or even 'James') would soon lead to the memory of Steve's reaction to his loss, to that dark, smoky room, more secluded than they had any right to be, while he pretended he wasn't crying and she pretended she couldn't see his tears and they both avoided saying anything about the unspoken feelings between them, because it wasn't the time or place.

And now there would never be a time or place, but she had to get rid of those thoughts, lest she completely break down. "So, Howard," she said, desperate to change the subject, "what are you up to?"

"Up to?" Howard repeated innocently, perching on the arm of her chair. "Why, my dear, what on Earth do you mean?"

"Howard, we've known each other too long for that to work." Peggy said good-naturedly. "What are you up to?"

One of the older women made an approving noise, smiling at the two of them. "Have the two of you set a date yet?"

"A date?" Howard asked blankly, but Peggy caught on faster.

"Oh! Oh, no, Howard and I aren't …" _Fondue-ing, _her brain finished, and she choked back a laugh that threatened to turn to tears. "We're just friends. Very good friends, yes, but nothing more than that."

"She had a date with Captain Rogers the Saturday after he disappeared." Howard explained in a low voice, a hand resting on her wrist.

A murmur of sympathy ran around the room and Peggy closed her eyes, steeling herself against it, and the emotions that threatened her. Her hands trembling with the effort, she set her glass down on the small side table nearby, a little more forcefully than she needed to, and another hand – a female hand – closed around hers, squeezing gently.

Her eyes snapped open to see that the woman closest to her – Maria – had reached out to her, her eyes awash with understanding.

Peggy opened her mouth, hesitated, unsure what to say, and settled for a small smile, before turning to Howard. "Well? What are you up to?"

Howard's fingers contracted on her other wrist momentarily, before releasing her. "It's not just Steve they've dropped the ball on. HYDRA's officially disbanded, but we all know they're still out there …"

"But what can we do?" Peggy asked in exasperation. "I'm the last person you have to convince of that, Howard, but what can we do? The government's pretending they died with Hitler – may he rot in Hell, the armed forces don't have the funding, the SSR's been disbanded …"

"So let's start something new." Howard said, his eyes gleaming with the excitement that usually accompanied a new creation and always spelled trouble. "If they won't face down HYDRA, or look for Steve, we'll do it ourselves."

"We can't …" Peggy hesitated, thinking it through. "_Can_ we do that?"

"Why not?" Howard asked enthusiastically.

Looking around the room of similarly determined faces, Peggy finally allowed herself a proper smile. "Why not indeed?"

* * *

It took a lot of work, a lot of funding, and most frustratingly (to Peggy, at least) a lot of paperwork, but finally, in January 1946 the headquarters for the Strategic Homeland Intervention Enforcement and Logistics Division was officially opened in New York City.

It had grown from a glimmer of an idea to a stark (no pun intended) reality, a global (hopefully) organisation dedicated to world peace.

It was Peggy who had named the organisation in the end – she, Howard, and the rest of the Commandos wanted something to honour Steve and a night alone with a notepad and a dictionary allowed them to do just that – so SHIELD they had become and SHIELD they would stay, with Howard Stark heading up Research and Development, and Director Peggy Carter at the helm.

Several leaders across the world refused point blank to deal with a woman, and those that agreed to meetings did nothing to hide their disdain – at least within the first few minutes.

Peggy was well-schooled in the art of diplomacy, however – her time in the Armed Forces demanded it – and carried herself with a dignified grace that won over most of the leaders she encountered, all of whom left the meetings eager to work with SHIELD (if not necessarily the United States) in maintaining some kind of peace across the world.

Interestingly enough (and Peggy never voiced this observation to anyone else) it was the countries who boasted 'progressive views' about women's liberation that had the most trouble accepting her.

For the first eighteen months, Peggy was rushed off her feet, building up personnel, forming the different departments SHIELD would need, maintaining relations with their sister agencies and allied nations, and just generally doing a hundred things at once, but finally things began to slow down enough for Peggy to actually participate in some of their missions, which made a lot of people complain.

Any agency (even a global one) has to have something regulating it and, since SHIELD, was not a solely US agency so therefore could not be under the control of their government, a new board had been set up with diplomats from across the world.

Peggy tended to ignore the World Security Council when they called, if she could help it. It was made up of members who had never seen combat, who had sat through the wars in offices, tutting at the state of the battlefields, and therefore had no idea of the realities facing her agents. The need for SHIELD to have a deterrent was maybe an obvious one – but Peggy couldn't help wondering what the deterrent for the World Security Council was, because she didn't trust them as far as she could throw them.

She did not, however, say any of this, saving her rebellion for particular moments and ceding the smaller battles.

The Council had several people they wanted SHIELD to take on, for example, many of them scientists who were experts in their field, and since they had already been vetted, Peggy saw nothing wrong with hiring said applicants, while the Council's suggestion that Director Carter should 'remain out of the field' was resolutely ignored.

Director Carter, she might be, but Peggy knew where her strengths lay and where she would be of most use, and they would not be 'in an office pushing paper' for a good number of years yet. She was a perfectly capable agent by herself, let alone with backup, and she considered it a waste (not to mention an act of supreme cowardice) to sit behind closed doors and let her subordinates have all the fun.

It might have been considered ironic, then, that after all that, it was a trip to the grocery store that was almost fatal.

* * *

**April 1947**

In the end, it all came down to potatoes.

Rationing had ended over a year ago, but Peggy had become so accustomed to living frugally – not to mention the number of campaigns reminding people that not keeping to rations was akin to treason (one of them had Steve and his Disappointed Captain America face, and that was enough to make anyone feel guilty) – that she found herself sticking to it more often than not.

Certainly, she indulged in certain items (she'd never liked black coffee, so sugar was a luxury she savoured), but for the most part she stuck to simple meals that she could cook in bulk and freeze for later, and potatoes were so versatile that she used them in more or less everything.

On this day, however, she had run out, so made a detour on the way home to pick some up at the grocery store.

Another of the World Security Council's requirements (or, as Peggy preferred to refer to them, 'proof we have no idea what we're talking about) was that she had agents escort her to and from work, presumably in case someone tried to kidnap or assassinate her.

Since Peggy managed missions – some without backup nearby – on a regular basis, the idea that she couldn't defend herself was laughable, but it was another battle that Peggy just didn't have the energy to fight it.

In any case, the agents who ended up with that duty tended to be ones who liked and respected her (genuinely so, not the ones who did to her face and complained behind her back), so it was easy to pretend that she was merely getting a lift home with friends and not being 'guarded'.

Still, she drew the line at having her hand held to go shopping so, when they had stopped in the street outside the store, she told them to wait in the car.

The store was quiet when she walked in – too quiet, she realised a split-second too late, when a gun swung around to aim at her face.

There were two men, neither of whom had bothered to cover their faces, which either meant they were amateurs or that they were not intending on leaving any witnesses alive.

Peggy could work with either scenario, but acting right now would only serve to get herself (and the clerk cowering behind the counter) shot, so she raised her hands, fear slipping into her eyes and voice. "Oh God … I'm sorry … I didn't see anything … please can I …"

"Don't move!" The man aiming at her snapped. "You! Hand it over! Now!" His gun moved back to cover the clerk, dismissing her as a threat.

_Amateur._

She began to edge ever so slowly towards the shelves, catching the clerk's eye as he hurried to hand over his earnings for the day. Once she was in position, she could hopefully signal for him to take cover as well and then …

The bell over the door rang as it swung open and a child screamed.

The sound pierced the air, the car doors slammed outside as the agents scrambled to back her up, and Peggy's hand flew to the gun at her hip.

But the scream had elicited a kind of knee-jerk reaction in the gunmen, who spun around and shot twice in the direction of the perceived threat.

Time seemed to slow and Peggy glanced behind her to see a girl of about ten, money clutched in her hand, frozen in place as the bullets tore towards her, and she moved without thinking.

Peggy managed to get off two shots before the bullets hit her, her body acting as a shield for the terrified girl, and she hit the ground heavily, pain seeping into what felt like every nerve ending in her body.

The other agents bolted inside, she could hear the fight that ensued, the sobs of the girl she was protecting, but she saw nothing and all too soon, her ears failed her too as she slipped into darkness.

* * *

When Peggy awoke, it took her a while to remember what had happened. The mattress beneath her was too soft, the sheets too gentle for a hospital, even though the tell-tale scratchiness of a hospital gown brushed against her skin.

Only when she tried to sit up and pain lanced through her chest did her memory return to her and she slumped back against her pillows with a frustrated whimper.

Almost immediately, there was a knock at the door.

"Come in." She called weakly.

Edwin Jarvis stepped into the room. "Good afternoon, Director Carter."

Peggy took another look around her, at the lavishly but tastefully decorated bedroom she was lying in – for obvious reasons, she had never seen the bedrooms at Howard's mansion, even the spare ones, but that didn't mean she wasn't curious. "Good afternoon, Jarvis. I don't suppose you can tell me why I'm here, can you?"

"Mr Stark was very insistent he fill you in, ma'am." Jarvis said apologetically. "Can I fetch you anything?"

Peggy sighed, anxiety gnawing at the pit of her stomach. Had she failed to protect the child? Was Howard sparing her some kind of dreadful news? "Something tells me coffee is a bad idea right now." She muttered. "Just a glass of water please."

"Certainly, Director Carter." Jarvis said, disappearing again.

"You can just call me Peggy, you know!" She called after him, but she doubted he heard her.

Howard appeared in the doorway just a few minutes later, a glass of water in one hand and a small posy of flowers in the other. "Peggy, thank God!" He practically stumbled across the room, setting the glass down on the nightstand, and bent to kiss her forehead. "You had us worried."

Peggy raised an eyebrow, nodding at the flowers. "Not your style."

"Oh, these aren't from me." Howard said, handing them to her. "You saved that girl's life. I knew you'd want to know how she was, so I found out who she was and went to check on her. She asked me to give them to you."

Peggy's heart warmed and she took the flowers with a smile. It was an eclectic bunch of different blossoms, hardly the perfect arrangements of florists, but all the more beautiful for that. "Thank you. Why aren't I in a hospital?"

"You were shot four times." Howard said in a low voice. "The doctors … the doctors said there wasn't anything they could do … that you were dying."

"Were?" Peggy repeated, seizing on the past tense desperately. "What happened?"

"They said there was nothing they could do." Howard repeated. "But there'd been a fire, and the wards were overcrowded, and I couldn't just leave you there, so I convinced them to let me discharge you so you could … you could die in comfort."

It hadn't answered her question, and Peggy drew in a breath, partly to prove to herself that she still could. "Thank you. How long was I unconscious?"

"About eighteen hours." Howard answered.

"Eighteen hours." Peggy repeated. "The doctors said I was a lost cause, and I'm awake _eighteen hours_ later? Am I dying or aren't I?"

"I don't think so." Howard said, his hands hovering over the neck of her gown. "May I?"

Peggy nodded, because there was a time and a place to be bashful and 'proper' and this wasn't one of them. She watched as well as she could as he tugged the neck of her nightdress down and lifted the bandage above her right breast. The wound looked ugly to her, but when he spoke, his voice was tinged with relief.

"Now that looks much better than it did last night." He replaced the bandage and withdrew, allowing her to tug her gown back into place. "Jarvis has put in a call to my physician, he'll be here soon. Maybe he can shed some light on this."

Peggy nodded, the room around her beginning to fade again. "Howard, I think I'm going to pass out again."

"You'll be alright." His voice said, even as he himself disappeared. "I promise."

* * *

**April 1948**

_"There's not enough time, I've gotta put her in the water!"_

_"I'm gonna have to take a rain check on that dance."_

_"We'll have the band play something slow. I wouldn't want to step on your …"_

Peggy jolted awake, the awful sound of the radio shorting out echoing in her ears. It was not an uncommon dream, but it still set her heart racing, and she wound her fingers into her sheets, trying to ground herself.

Sometimes, so accustomed to this nightmare she was, she could fall asleep again within a few minutes.

Tonight, however, sleep evaded her and she sat up, reaching across to switch on the lamp, illuminating the tiny bedroom of her apartment.

Instantly, a scream ripped from her throat and she jerked back against the headboard, shrinking away from the man standing at the foot of her bed.

It wasn't fear that drove her reaction, but horror – Steve Rogers looked at her with dead eyes, his skin tinged with blue, his uniform encrusted with ice.

"Peggy?" He whispered. "Where are you? I want to come home … please … I'm s-s-so c-c-c-cold …"

"We're looking!" Peggy said, her voice breaking. "I swear to you, Steve, we're looking – we'll find you … I'm sorry …"

"Why can't I come home?" He asked, shivering. "I've done everything … can't I come home …?"

She squeezed her eyes shut – this was another nightmare, it had to be, she just had to wake up …

_Come on … come on, wake up …_

Steve's shield knocked against the bedframe over and over again, the sound keeping her rooted in place, preventing her from focussing on anything else.

_Tap …_

_Tap …_

_Tap …_

_"Director?"_

Peggy's eyes shot open to show her a coffee mug turned on its side. Or rather …

She blinked a few times.

No. The mug was right side up.

She had fallen asleep on her paperwork.

_Well, that's embarrassing._

The noise of Steve's shield was someone in the corridor outside knocking on her door, and she sat up, running a hand through her hair to neaten it. "Come in."

An agent slipped inside, but didn't speak, standing to attention.

"Good evening, Agent … Williamson." Peggy said, identifying him after only a second's hesitation. "I do apologise, it's been a long day."

"That's quite alright, ma'am."

Peggy leaned back in her chair, stretching surreptitiously as she did. "At ease, Agent." She waited for him to return to parade rest, taking advantage of the few seconds to work out why he might have come to speak with her. "Operation: Valkyrie?"

"Unsuccessful, ma'am." He reported, confirming her guess.

Peggy heaved a sigh, her eyes darting to the framed photograph of Steve on her desk. "Thank you, Agent Williamson. Write it up." He hesitated and she transferred her attention back to him, arching an eyebrow. "Is there a problem, Agent?"

"Are we in trouble, ma'am?"

Peggy smiled comfortingly. "No, you're not in trouble. You're not the first team we've sent out there and you won't be the last. I'd be more surprised if you _had_ been successful."

"If I may, ma'am, why are we searching for it?" He asked tentatively. "I know the _Valkyrie_ was a HYDRA plane, but why is it so important that we find it?"

Peggy pondered how best to answer the question.

Officially, Captain Steve Rogers was missing, presumed dead.

Officially, searching for his body was a waste of time and funding.

Officially, the _Valkyrie_ contained potentially revealing data and equipment that would uncover more of HYDRA's plans.

"Let's just say it was carrying precious cargo." She answered.

Some agents knew the official line, some knew the truth. Eventually, Williamson would probably be told the full story, but she had no wish to broach the subject now, not after the dream she'd just had.

He sensed the dismissal and left her to her thoughts.

In just under three weeks, it would be three years since Steve's disappearance. She had to accept that he was dead, could not afford to be clouded by sentimentality, but that did not prevent her from censoring the word 'death' within the privacy of her own mind.

With the exception of the unmitigated failure (so far) of Operation: Valkyrie, SHIELD had grown from strength to strength in the year since her near-death experience, and yet it felt so much longer than a year, as though Peggy was watching time pass through murky water, life around her slow and stodgy.

Her hand rose automatically to her chest, gently rubbing the place the bullet had entered. Howard's physician had examined the wounds carefully before announcing, in a thoroughly bewildered voice, that, while they were rather nasty injuries, they were definitely _not_ life-threatening, and did she want to have the hospital investigated.

Peggy had refused, putting the error down to a bad day and a chaotic situation, far too preoccupied to worry any further about it.

After all, it was not every day that you had to face your own mortality in such a controlled environment.

It was not the first time Peggy's life had been in danger, but she was used to frantic firefights and adrenaline rushes, not lying in a luxurious bed and waiting for the end.

Afterwards, she refused to speak about it, even to Howard, who had scarcely left her side. He said he understood – everyone did – but they couldn't.

How could they understand that she had never been afraid?

Shocked, yes; apprehensive, certainly; but not afraid.

How could they understand that, for a few seconds, the thought of seeing Steve again had clouded her assured survival with a pang of disappointment?

So she buried it, not just because they wouldn't understand, but because it made _her_ angry, because she didn't want to be someone whose life depended on a man, because she wasn't that person.

It took her several months before she accepted that those few seconds did not mean that her life had somehow been reduced to nothing without Steve, or that she had some kind of death wish, merely that death did not scare her.

_"Do not pity the dead, my darling," _her mother had told her once, after a neighbour had passed away, _"for it is those of us left behind who suffer."_

Elizabeth Carter had never been truly happy about her daughter's career choice, but she would have adored Steve.

With a heavy sigh, Peggy pushed her chair away from her desk and stood up, setting the paperwork aside.

Williamson's team was back a day earlier than planned, so turning to Howard for conversation and company was – granted, not impossible, but Howard had a date that she was _not_ going to let him miss.

Although almost all of the USO dancers had contributed to the funding of SHIELD if they could, few were involved in the day-to-day running, returning to their own lives, even if they did attend the yearly memorial lunch with the Howling Commandos.

One of the younger dancers, Maria Carbonella, who had reached out to Peggy in her grief, had joined up though, as a secretary, not an agent, helping where she could and had – not unsurprisingly – caught Howard's eye.

Both fairly tall and dark, the two made an attractive match and Peggy, who had grown very fond of Maria, could not be more in favour of the two beginning a relationship, but Howard had only just managed to invite her out for dinner.

Privately, Peggy would admit to considering locking the two of them in a supply cupboard if he hadn't – she was relieved it hadn't come to that.

So rather than going to find Howard, she made her way through the almost empty corridors of SHIELD, bidding goodnight to the agents she saw on their way home, straight to the onsite gym.

Much to her relief it was empty and she didn't bother changing, attacking one of the punching bags with gratifying ferocity.

Each hit took her closer and closer to the edge of breaking down, the unprotected skin breaking against the bag, the stinging cuts grounding her.

Tonight's nightmare had not been the first and yet somehow she was always shaken by it, whereas simply reliving the radio call she could handle.

Maybe it was because the radio call was real and she had done all she could, stayed with him until the end and distracted him from his impending demise.

Maybe it was because they still didn't know what had happened out there. She wanted desperately to believe that the impact had killed Steve outright, maybe caused brain trauma, or impaled his heart, or something that killed him quickly and cleanly.

Anything was better than the alternative, but it was the alternative that she couldn't help imagining – his desperate attempts to escape the cockpit filling up with water, fighting for air as hypothermia set it, paralysing his limbs, leaving him helpless, unable to fight against drowning, his suffering prolonged by the serum, forcing his lungs to heal over and over and …

Her last swing threw her off balance and she staggered forwards, falling to her knees on the gym floor, taking gasping breaths as she tried to regain control.

_Cut it out, Margaret; you're not out of breath. You're hyperventilating, get a grip. Deep breaths. Start counting. _

It was a trick she had learned in her time as field nurse – hyperventilation victims could rarely focus on their own breathing, but getting them to count in their heads often slowed their breathing without them realising it.

Sure enough, within a few minutes, Peggy was able to straighten up and realise that she had been thrown off balance, not because of an overwhelming wave of emotion, or because of a bad hit, but because the punching bag simply wasn't there anymore.

Her last swing had taken if off the chain completely and hurled it across the room to the opposite wall, where it had shattered, sand spilling out across the floor.

Her breath caught in her chest again and she stared at the damage in dumbfounded silence.

It shouldn't have been possible, even if the chain was weak – the bag should have dropped, not flown across the room – no human could manage that, not with a single punch.

_That's not true, _a voice in her mind murmured. _Steve could have done it. But no __ordinary__ human could …_

Her thoughts stuttered to a halt, her hand flying once again to the place the bullets had entered, slipping under her shirt and brushing against smooth skin.

There was no scar, not even a glimmer, that she had put down to excellent medical care, but now …

"HOWARD!"


	2. Chapter 2

Howard was, unsurprisingly, down in the R&amp;D labs, tinkering with a bit of machinery that looked wholly unfamiliar.

By the time Peggy reached him, she had calmed down slightly, enough to quietly ask the rest of the scientists to leave and to wait for Howard to notice her.

He did, just a few seconds later, waving her forwards with a smile. "Isn't it magnificent?"

"It is." Peggy agreed. "What is it?"

"I'm hoping it will allow us to draw energy from the Tesseract." Howard said, beaming at her. "Think about it, Peg – unlimited, sustainable energy."

Peggy grimaced. The idea of using HYDRA's secret weapon, even for the good of humanity, still felt dirty to her. "Is it likely to work?"

Howard sighed, his smile fading. "Honestly, between you and me? I doubt it. We just don't have the technology yet."

Peggy patted him on the shoulder and changed the subject. "Speaking of technology, I have a question for you."

"Of course." Howard said.

"Those doctors …" Peggy began slowly "… the ones who said I was dying … they weren't wrong, were they?"

Under the bright lights of the workshop, Howard's blush was particularly pronounced. "I don't know what you mean."

"Howard, you're a terrible liar." Peggy said shortly, crossing her arms across her chest. "I just knocked a punching back across a room; thankfully, I was alone when it happened. What did you do?"

Howard sighed. "I saved your life."

"You know that's not what I meant." Peggy stepped closer to him, her tone softening. "Where did you get the serum?"

"I managed to salvage a vial when the attack happened." Howard explained, his eyes begging her to understand. "I was going to see if I could use it to figure out the original formula. I never said anything because … Well, I didn't think I could do it. And then you were dying, and … Dammit, Peggy, I'd lost so much, I couldn't lose you too!"

"And you didn't tell me?" Peggy asked incredulously.

"You seemed fine." Howard said with another sigh. "You seemed … the wounds hadn't healed as fast as … as Steve's used to. I just figured that it hadn't worked the same, that you'd never need to know. Clearly I was wrong."

"Clearly." Peggy agreed dryly, crossing the room to one of the metal work benches. Bracing one hand beneath it, she hesitated momentarily, before lifting it effortlessly off the ground. It wasn't weightless – she could feel it bearing down on her, straining her muscles – but it didn't feel that heavy either. "So what now?"

"I suppose we should run some tests." Howard said. "I'll …"

"Do that tomorrow." Peggy finished. "You've got a date tonight."

"I can …"

"Cancel, and I'll shoot you." Peggy interrupted. "Actually, cancel, and I'll give Maria my gun and let _her_ shoot you. The tests can wait."

* * *

Once Howard had run every test he could think of to find out if Peggy had received all of the perks of the serum (she had), if her cells were still aging properly (they weren't), and if he could extract the serum from her blood and find out the formula that way (he couldn't), life returned to what passed as normal those days.

Only Howard, Maria, and the Howling Commandos knew about Peggy's predicament – the world didn't need a super-soldier anymore, after all, and even Captain America would have had trouble avoiding becoming a laboratory test subject 'for the good of the nation'.

Peggy was _not_ Captain America.

For starters, she looked far better in a dress, and that was liable to be enough of a problem on its own.

How long she would be able to keep it a secret was another matter. Sooner or later someone would notice that she wasn't aging the way she should be.

Hiding the enhanced strength and speed was much easier. She spent a lot of time working out in the gym at the Stark mansion, where there was less chance of anyone else seeing her, which had the added benefit of allowing her to spend time with Howard and Maria (whose first date had gone swimmingly and now seemed almost attached at the hip) afterwards.

Peggy was careful not to step on their toes though – the last thing they needed in was a third wheel hanging around, plus it filled her with a kind of aching loneliness to see Maria cuddled up against him while they were listening to the wireless or watching the television or a movie (because of course Howard Stark had a movie projection room in his house).

It was during one of these afternoons several years later – a dismal, grey day that didn't seem to be able to make up its mind whether to rain or not – that Howard turned on the wireless to catch a breaking news bulletin.

_"… police are unable get close enough to the bank to rescue the hostages; it is believed that the robbers may have some kind of military technology. One witness who managed to escape before the doors were locked down reported as many as thirty people trapped on the main floor of the bank, at least eight of them children."_

"Good God." Peggy whispered.

Maria shook her head sadly. "Those poor children."

"Someone needs to do something." Howard said, giving Peggy a meaningful look.

"It's not our division." Peggy said reluctantly. "SHIELD works with secrecy, Howard, you know that."

"Steve could get in." He added.

Peggy swallowed hard. "Yes, but Steve's not here, is he?"

"But you are." Maria said suddenly. "You're here."

Peggy raised an eyebrow. "I know, but …" she trailed off, looking from one to the other. "You're not suggesting _I _go in?"

"You heard the report." Howard said, gesturing towards the wireless. "The police can't do anything."

"Howard …"

"What would Steve do?"

Peggy closed her eyes, taking a few deep breaths. He was right, of course. Steve would already have been out the door. "I'll need a mask." She said finally.

Howard beamed at her. "I can do you one better. Come on."

Curious, Peggy followed him down into his workshop, where he pulled open a cabinet to reveal a suit very similar to Captain America's. "Have you got anything less … patriotic?"

"No." Howard answered. "I figured if you ever used it … it might get people responding faster."

Peggy nodded, seeing the sense behind his words, taking the suit in her hands to examine it. It was smaller than Steve's, and more feminine, although only in shape – she was relieved to see that there were no gaping holes or strategically placed slashes that the comic books seemed to suggest provided adequate protection for women. In fact, the only addition was a skirt that was just long enough to reach the top of her thighs, but wasn't in danger of getting snagged or caught on anything and becoming a liability.

"The prototype ended with the skirt." Maria explained from behind her. "But I put my foot down. I told Howard that you needed some kind of protection below the waist and a skirt wouldn't be enough."

"No, it wouldn't." Peggy agreed with a grateful smile. She ducked into the small bathroom Howard pointed out to her, and changed quickly. It fit her perfectly, clinging to her curves in a way that most people would consider inappropriate. "Do I want to know how you knew my size?" She asked, stepping back into the workshop.

"My fault." Maria admitted, with a grin. "I have an eye for that kind of thing."

"Yes, you do." Peggy agreed, tying her hair back in a quick braid. "Mask?"

This too was very similar to Steve's, although a little softer than she remembered and allowed for her braid to escape.

"Last but not least …" Howard said, pulling a large box from under the work bench. "I know you'll take a gun, but please take this as well."

It was a shield. Plain silver, unlike Steve's, but ultimately the same.

"I'm not taking his place." Peggy said, attaching it to her back.

"Of course not." Maria agreed, embracing her. "You're doing what he would, if he was here."

"Be safe out there." Howard told her.

Peggy chuckled, brushing a kiss to his cheek. "When am I not?"

* * *

_CAPTAIN AMERICA RETURNS; STOPS BANK ROBBERY_

_ARMY: 'CAPTAIN AMERICA IS STILL MISSING, PRESUMED DEAD'_

_CAPTAIN AMERICA PRESENT AT QUAKE SITE – PICTURES INSIDE_

_CAPTAIN AMERICA'S RETURN 'WILL BOOST ECONOMY', EXPERTS SAY_

_ARMY AND LAW ENFORCEMENT DISCLAIM ANY KNOWLEDGE OF CAPTAIN AMERICA – IS THIS ANY WAY TO TREAT A HERO?_

_'I'M NOT SUPPLYING WEAPONS' – HOWARD STARK, STARK INDUSTRIES, SPEAKS OUT_

_MASKED HERO 'NOT CAPTAIN AMERICA', WITNESSES INSIST_

_COUNTLESS LIVES SAVED AND CRIMES STOPPED – COULD AMERICA'S HERO REALLY BE A FEMALE?_

_ANOTHER PLOT FOILED - WHO IS LADY LIBERTY?_

Peggy snorted in a very unladylike way and tossed the newspaper on to the kitchen table. "Lady Liberty … Who comes up with these things?"

"The same people who've spent the last year pretending that the mask completely hides the fact that you're not male." Howard answered dryly, picking the newspaper up. "It has a ring to it."

"Lady Liberty." Peggy muttered under her breath. "I suppose it's going to stick now."

"That tends to be what happens." Howard agreed, running an eye over the news story. "Have you read this?"

Peggy shook her head. "Let me guess, another 'expert' saying that I can't possibly be female because women are only good for two things?"

"Sir," Jarvis said from the doorway, "you have a telephone call."

"Who is it, Jarvis?" Howard asked without looking up.

"A reporter, sir." Jarvis answered.

"Tell them my position has not changed." Howard instructed, turning the page. "I am not supplying Lady Liberty with weapons."

"Very good, sir."

Peggy smirked across the table at him. "Liar."

"I'm not lying." Howard said. "I'm supplying Director Carter with weapons. What you choose to do with them is your own business, not mine."

Peggy laughed. "Oh, Howard, stay on our side." She took a sip of her tea. "I still need ideas, by the way. I can't just start using make-up to make it look like I'm getting older. And people are starting to comment. It might just be compliments at the moment, but they'll start getting suspicious eventually."

"Have you thought about disappearing?" Howard asked.

Peggy rolled her eyes. "I'm not running away."

"I didn't say 'run away'." Howard said. "I said 'disappear'."

"I think that's the same thing." Peggy said, deciding to change the subject. "Where's Maria this morning?"

It was a tradition for the two of them to meet for tea and coffee on a Saturday morning, but Maria had started joining them several months ago.

"She's visiting her mother." Howard answered. "The old girl's in a bad way from what I hear."

Peggy tutted sympathetically, but said nothing.

"Actually," Howard added, putting the paper to one side, "it's a good thing she's not here, because I want to ask you something." He reached into his pocket and withdrew a small box, opening to reveal a stunning diamond ring.

Peggy raised an eyebrow. "Mr Stark, I'm flattered, but I'm afraid I'm going to have to decline."

"What?" Howard looked from her to the ring, before he snapped the box shut, turning ever so slightly pink. "I don't think I worded that very well."

"I should say not." Peggy said with a smile. "You're finally going to make an honest woman out of Maria then?"

"I am." Howard said, looking faintly nervous. "What do you think?"

"Of the ring or the idea?" Peggy asked, tugging the box out of his hands to take another look. "I think it's a wonderful idea, and if she says no to that, she's not nearly as intelligent as I thought."

Howard ran a hand through his hair. "I'm going to ask her tonight. After dinner."

Peggy smiled encouragingly. "She'll say yes, Howard. Was that what you wanted to ask me?"

"Actually, no." Howard admitted. "I know that Maria – God willing – will ask you to be in the wedding party anyway, but you are the best friend I have, and I was wondering if you would be my … best man, so to speak."

"Best woman." Peggy corrected. "Howard, I would be honoured."

Howard beamed across the table at her, she smiled back, and neither of them mentioned the fact that, in a perfect world, Steve would have been Howard's best man.

The next morning, Peggy and Maria met for lunch, and Maria showed off her new ring, gushing about the proposal amidst jokes about Howard stealing her bridesmaids.

Peggy managed to stay in the moment until that evening, when she was alone in the quiet sanctuary of her living room. A framed picture of Steve sat on her coffee table, smiling at her, and she curled up on her sofa, telling him about Howard and Maria's engagement, not caring about how potentially mad it seemed, talking to a photograph.

What else would be different if Steve hadn't gone down in that plane, she wondered.

Would SHIELD even exist? She was sure it would – HYDRA was still an issue, with or without Captain America.

Steve would be Howard's best man, but maybe she would have a ring on her finger as well.

Then again, maybe not. _She_ had fallen in love with him the moment he jumped on a fake grenade, and had only kept falling after that, and he had obviously been quite taken with her.

But then Steve had been _awful_ when it came to talking to women, and they had never really had a chance to talk things through.

For all she knew, her feelings had been all but unrequited, or a few dates would have led to the realisation that they were better as friends, or …

But, dammit to hell, she wished she _did_ know.

At least then she wouldn't be sitting alone, with what felt like a gaping hole in her heart.

* * *

Howard Stark and Maria Carbonell married the following spring, in a ceremony that was as predictably over the top as Howard himself.

Two weeks after they returned from their honeymoon, Margaret "Peggy" Carter, Director of SHIELD, was killed instantly in a horrific car crash that left her vehicle burnt to a crisp.

Law enforcement and armed forces personnel the country over arrived at the funeral, a quiet low-key affair arranged by the Starks, both of whom were almost inconsolable at the loss of their dear friend.

SHIELD changed hands to the new director, Alexander Pierce, and his first act was to ask Howard Stark – now solely a consultant - to come in.

The two men greeted each other with a firm handshake and exchange of condolences, before Pierce gestured to a chair and they got down to business.

"I understand you're still willing to provide SHIELD with tech?"

"I am, sir." Howard confirmed. "Provided Operation: Valkyrie remains active."

Pierce sighed. "You realise that finding a body is not …"

"Those are my terms, Director." Howard said sharply. "Take it or leave it."

Pierce nodded. "Very well. I also wanted to talk to you about the energy project."

"With the Tesseract?" Howard asked. "What about it?"

"We're pulling the plug." Pierce informed him. "We're a defence organisation, not an energy provider."

"As you wish, Director." Howard conceded mildly. "We're still years away from completion anyway."

"Good." Pierce said. "Then we are agreed."

There was a knock at the door, shortly before a young woman walked in, her deep red hair making her skin seem even paler than it already was.

"Ah, Agent Carter." Pierce greeted. "You're early. Excuse me, Mr Stark …"

"Of course." Howard said, standing. "You must be Peggy's niece."

"Belinda Carter, sir." She said with a slight Southern twang, shaking his hand. "It's a pleasure."

"Likewise." Howard pressed her hand for a moment, an unidentifiable glint in his eye. "I'm very sorry about your aunt. She'd be very proud of you for joining SHIELD in her stead."

She dipped her head demurely. "Thank you."

Howard released her hand, and nodded to Pierce. "Director."

"Stark." Pierce waited for the door to close, then turned to his guest. "He knows."

"Of course he knows." Peggy said with a smile. "It was his idea."

* * *

**Please comment and let me know what you think!**


	3. Chapter 3

Being Belinda was far easier than being Peggy.

For a start, Belinda was just another face in SHIELD, which meant that people didn't notice quite so much when she didn't age. Plus, she was younger than Peggy, so she had no reason to be aging just yet.

'Belinda's' true identity required Level Seven security clearance, so only a handful of SHIELD officials knew the truth.

The years rolled by, and Peggy watched her nearest and dearest begin to grey and wrinkle, ticking closer and closer to the end of their mortal coil.

It was a morbid thought, but one Peggy couldn't quite escape.

Operation: Valkyrie remained unsuccessful, but the ghost of Steve Rogers never really left her. Every so often, Maria insisted on setting 'Belinda' up with one of her male acquaintances, but she never ventured on a second date.

"He was just rather boring." She said of the third, and the excuses just kept coming after that.

"We just didn't click."

"We had nothing in common."

"He didn't tip the waiter."

After the fourteenth try, Maria had greeted her the next day with a sad smile and the words, "You're not going to see him again, are you?"

"How did you know?" Peggy had asked.

"Because he's not Steve." Maria had said simply.

And therein lay the crux of the matter.

Peggy knew that, whether Steve had been in love with her or not, whatever would have or could have happened between them, he wouldn't want her to spend her life missing him, but she wasn't _trying_ to.

She didn't go on those dates determined to find something wrong with them or actively compare them to Steve, but she couldn't help it.

Maybe one day, she could free her heart from his grip and allow another to share it with him, but for now she focused on her work and her friends.

And being Lady Liberty, since the name had indeed stuck.

And, then, in 1969, everything changed once more.

It began in London, on a mission that was as much protection detail as it was undercover terrorist hunting.

Peggy's job, or rather, Belinda's job (or, to be technical, since it was an undercover mission, Janine Taggart's job) was to keep watch over an up-and-coming engineer that SHIELD believed had settled on the radar of several organisations.

The engineer (a thoroughly odious man whom Peggy disliked immensely) had protested at a female security detail, but she had ignored him. If they wanted to prevent a kidnapping attempt, a male agent probably _would_ be more of a deterrent, but SHIELD didn't want to prevent an attempt – they wanted to apprehend the terrorist responsible.

And the easiest way to do that was to let the attempt happen and catch them in the act.

Two weeks in, and with no sign of anything untoward, Peggy was beginning to wonder if they had been misinformed.

Quite aside from the lack of any action, it was difficult to imagine any terrorist organisation being _that_ desperate to get their hands on the man – he didn't seem any more talented or intelligent than any other young man in the business.

Of course, maybe being close friends with Howard Stark had ruined her for other inventors.

(She stubbornly ignored the fact that she referred to him as a 'young man' in her head, when physically he was the same age as her).

Her charge had been invited to an art gallery opening, so of course she was obliged to attend with him. She swanned alongside him, hand tucked into the crook of his arm, swathed in blue silk, acting as though she didn't have three different weapons hidden on her person and hadn't checked out all entry and exit points within moments of entering the room.

For the most part, she was silent, letting his voice wash over her while she scanned the room for any threat. Occasionally, his current conversation partner would ask her opinion on whatever artwork they were admiring, and she would provide it with a sweet smile, inwardly taking savage pleasure in the surprise they failed to conceal when they realised she actually knew what she was talking about.

Everyone there had already dismissed her as arm candy, but she didn't mind tonight. That was the effect she was going for, after all.

And then, at ten minutes to midnight, all hell broke loose. The skylight of the museum smashed and, as the screaming crowd scattered to escape the shards of glass, a single figure dropped down.

In a second, Peggy's gun was in her hand; her charge (apparently no longer concerned about the gender of his protection) hiding behind her.

But the intruder didn't even glance in her direction. Instead, he reached out with a gloved hand and seized another of the guests, his hand wrapping around the man's throat.

"Let him go!" Peggy called, aiming her weapon. "Or I shoot."

The intruder – _assassin, _her brain corrected, _too clean for anything personal _– ignored her, and she fired, the bullet ripping through his right shoulder.

He didn't even flinch, and with a final twist, the man struggling in his grip went still and sank to the ground.

There were several cries of horror and, as the security guards and police burst in, the assassin leapt against the wall, using it as leverage to jump up to the skylight, pulling himself back onto the roof.

"What the …?"

Ignoring the hastily stifled exclamation from one of the officers, Peggy waved her badge at them. "Watch him." She ordered. "Potential target; don't let him leave."

As soon as she was out of the building, she saw the man sprinting across the grounds. She could only spare a minute to be grateful that the gallery was isolated and that there were no civilians outside who could end up as collateral damage. She caught up with him at the perimeter fence, ducking as he turned on her.

They were fairly evenly matched – _too _evenly matched, given her unique circumstances.

"Who are you?!" She demanded, sweeping his legs out from under him.

He didn't respond, springing back to his feet, and knocking her off balance with his next strike. His left hand caught her throat and she realised that his entire left arm was a metal prosthetic, which explained how he had killed his target so easily. The perimeters had been so closely guarded, thanks to an overly paranoid host (and SHIELD and MI6's concerns) that smuggling in a weapon would have been more trouble than it was worth.

But this man – whoever he was – was a weapon unto himself.

"Where did you get the serum?" She gasped out, fighting for breath as his fingers tightened. "Who sent you?"

Even as her vision blackened, she had the clearest view of his face yet. It was partially obscured by a mask, but his eyes … his eyes were frighteningly blank, no anger, no fear, not even sadistic pleasure at taking a life.

But, as her consciousness slipped away, they softened ever so slightly and, as blackness overcame her, his grip disappeared and she was set gently on the ground rather than dropped.

The last thing she was aware of was a hoarse voice, whispering, _"You are not the mission."_

She awoke in a hospital, her contact with MI6 sitting beside her, lighting up a cigarette. "Good," he said, "you're awake."

"I feel like a bus ran me over." She groaned, rubbing her head.

"I'm not surprised." He said, taking a drag before offering her the packet. "Smoke?"

Peggy declined. Since the serum, she had found she couldn't get the pleasure she once could out of a cigarette. The same was true for alcohol, and it only mildly bothered her now. "Did anyone get him?"

"Who the Soldier?" Agent McDonald snorted. "No. You got closer than anyone has in years."

"The Soldier?" Peggy repeated.

He nodded. "They call him the Winter Soldier. You're lucky to still be here. Rumour has it he never leaves a target alive."

"You are not the mission." Peggy repeated slowly. "That's what he said to me. Just before I passed out."

"Never heard of an assassin with a conscience." McDonald muttered.

Peggy shook her head. "I don't think it was conscience." She said slowly. "His eyes were just … blank, like he wasn't even human."

"Maybe he wasn't." McDonald said with a shrug, offering her the packet again. "Are you sure you don't want one?"

Compared to her run-in with the Winter Soldier, her actual mission ended not so much with a bang but a whimper.

The single kidnapper gave up as soon as he realised that he was outgunned, the group weren't smart enough to use hired muscle so he sang like a canary, and it turned out not to be one of the groups SHIELD were concerned about after all, so Peggy signed him over to MI6, said her farewells and returned to the US.

Once her debriefing with Pierce had finished, she turned her attention to the Winter Soldier. "Shouldn't we be looking for him?"

"No." Pierce answered. "Our intel suggests that the Soldier is cryogenically frozen in between missions."

"He's a weapon." Peggy concluded. "And he's begun to believe that. That's why he didn't kill me."

"We've got no way of knowing who's handling him or where he'll turn up next." Pierce said. "And Mr and Mrs Stark want to speak with you."

The power balance between her and Pierce was still a little odd. Officially, he was the Director and therefore her superior. But at the same time, she had been _his_ director since he joined SHIELD, and the temptation was still there to step in when she disagreed with methods.

Sometimes, she did, but today, she bit her tongue and left headquarters, taking a taxi to the Starks' mansion instead.

Although Howard was still a consultant for SHIELD, his focus was on Stark Industries, which was swiftly becoming the most prominent weapons manufacturer in the world.

At the front door, she met Obadiah Stane, Howard's second-in-command, who greeted her with a pleasant smile and a hearty handshake.

Obadiah was another of the few people who knew the truth about who she was – simply because it would be difficult to explain away her and Howard's friendship otherwise – but she would be lying if she said she liked the man.

He was nice enough, she supposed, and he was definitely a good friend to Howard, a perfect balance in the business, but there was just something about him that made her skin crawl.

She ignored it though. She found that a lot of businessmen made her skin crawl – it wasn't anything personal, it was just the profession.

In any case, Obadiah seemed to be in a hurry today, so she was spared the small talk in favour of finding Howard and Maria in the living room.

"I'm home."

"Peggy!" Maria leapt to her feet and embraced her fiercely. "Oh, Peggy, we've got the most wonderful news!"

"Oh?" Peggy asked, looking from her to Howard, who came forward to hug her as well.

Whatever it was, it had to be big – Howard was usually in his workshop at this time of day, and she hadn't seen either of them this happy in a long while.

For one heart-stopping moment, she wondered if Steve had been found, but Pierce would have told her that at SHIELD.

Maria nodded eagerly. "We're having a baby!"

If Peggy had already accepted the scotch Howard was trying to foist on her, she would probably have either dropped it or sprayed it across the room, so all in all, she was happy she hadn't.

Once the news sank in, however, she did take it, and took a large gulp before responding. "Wow … I was not expecting that."

"Neither were we." Howard admitted, looking at his wife with such love in his eyes that Peggy almost felt like she should leave the room and give them some privacy. "But the doctors say that everything's alright, although they want to keep an eye on things."

Peggy wasn't surprised. Maria was in her early fifties now, and it was almost unheard of for women to bear children at that age.

Now the initial shock had worn off, she could see the joy in her friends' eyes, and she set the scotch down to embrace Maria again. "I'm so happy for you."

"You'll be godmother?" Maria asked, clinging to her. "You will, won't you?"

"I don't know the first thing about children." Peggy warned.

"Who among us does?" Howard asked with a bark of laughter. "It'll be a learning curve all around! Join us for dinner?"

Peggy did, and it was accompanied by great discussion about the baby, her time in London, and the Winter Soldier.

"Weren't you scared?" Maria asked. "At least a little?"

"I didn't really have time to be scared." Peggy admitted in a low voice. "In hindsight, it's a little scary. I'd got used to having the edge. But at the time … I thought he was going to kill me, but I didn't really have time for that to scare me."

"And SHIELD has no idea who he is?" Maria demanded, turning to her husband. "They must have some idea."

Howard shook his head. "If anyone does, they never shared it with me. Peggy, did you recognise him from any files?"

Peggy frowned. "It was rather dark, and most of his face was covered. I could only see his eyes, and … they looked familiar, now that I think about it, but …" she shook her head. "He had a metal arm, Howard; that's the sort of thing that would be in someone's file, and I definitely would have remembered that."

"Yes, I suppose you would." Howard agreed.

Peggy reached for her wine. "I think it might be time for me to leave SHIELD, actually. Not for good, but for now."

Howard looked surprised, but Maria was nodding. "It's because of the baby, isn't it?"

"Not entirely." Peggy answered. "I've been thinking about this for a while. SHIELD still feels like my agency. Everyone at the top knows who I am, and as long as I'm there, we'll never really be able to move forwards, because it feels like they're assessing changes based on what I would think. Plus, in ten years or so, I'll need to reinvent myself again, which means faking my death, and I'm not putting my godchild through that."

Maria smiled at her across the table, close to tears. "You don't have to …"

Peggy reached across the table to take her hand. "Yes, I do, Maria. This mission proved that I'm not infallible or immortal, even if I'm not aging. Like I said, this won't be permanent, and I think it needs to happen. Outside SHIELD, I don't need to be related to myself, so I can go twice as long without faking my death."

"Sharon." Howard said, lifting his glass in a toast. "Sharon Roberts for the next … however many years; Sharon Carter when you go under again."

"Won't another car accident be a little suspicious though?" Maria asked.

Peggy grimaced. "Probably. I'll take one last mission and … well, something will just have to go wrong."

"That's risky, Peggy." Howard warned. "Be careful."

Peggy smiled at him. "I always am."

Seven months later, Director Pierce received the news that Agent Belinda Carter, although she had completed her objective, had been killed by the arms dealer she had been tracking, whereupon he began searching for a replacement immediately.

To Belinda's colleagues, the move seemed callous, but they had no way of knowing that, although Belinda was dead, Sharon Roberts was stepping off the plane at LaGuardia International Airport, her blonde hair cropped to just above her shoulders, and greeting Howard Stark's driver with a soft Brooklyn accent.

To her surprise, the driver took her, not to Stark mansion, but to the hospital.

"Sharon," Howard greeted, opening the door for her, "how was your flight?"

"Fine, thank you, Mr Stark." Peggy greeted, shaking his hand. "It's good to be back in New York."

"I'd imagine it is." Howard lowered his voice. "Are you hurt?"

"Not at all." Peggy responded in the same tone. "I was under the impression," she continued normally, "that I was meeting you at your house."

In time, Sharon Carter would be a part of the Stark family by virtue of Howard's continued affection for her late great-aunt, but for now, Sharon Roberts would, as far as the public were aware, be Howard Stark's personal assistant – a role Peggy should dislike immensely, but since it would be mainly making sure Howard didn't live in his workshop and got to meetings on time, she didn't mind it so much.

"A complication, my dear." Howard said, ushering her into the hospital. "Not to worry, everything's alright." They stepped into the elevator and he embraced her as soon as the doors were closed. "Are you sure you're alright?"

"I'm fine." Peggy repeated. "Why are we at the hospital, unless …?" She gasped. "Maria's having the baby?!"

"Had the baby." Howard corrected, beaming. "An hour ago. We've got a private room, nowhere near the nurse's station, and the media are in the dark so far, so we can drop the act."

The doors opened on to the maternity ward, and Howard led her to the far end, tapping lightly on the door before letting them both in.

Maria was sitting up in bed, looking pale and tired, but beaming from ear to ear. "You're home!" She whispered.

Peggy hurried across the room to hug her carefully, kissing her cheek. "Congratulations! Boy or girl?"

"A gorgeous little boy." Maria answered, practically glowing. "Howard, would you get him, love?"

"Of course." Howard reached into the bassinet in the corner of the room and lifted out a small bundle of blankets, carrying it over to deposit into Peggy's arms.

Peggy had never actually held a baby, but she cradled him instinctively, peeling the blankets back to see his face. He was awake, much to her surprise (she had always assumed that babies were either crying or sleeping), blinking up at her like she was some kind of alien.

Which, she supposed, she was.

"Hi there." She whispered, brushing a finger against his cheek. "What's his name?"

"Tony."

"_Anthony._" Howard corrected. "Anthony Edward Stark."

"He wanted Steve." Maria admitted softly. "But Anthony Steve Stark would …"

"Leave him with disturbing initials." Peggy finished, smiling as the infant wiggled in her arms, one tiny hand flailing free of the blankets and catching hold of her finger. "Good move. And he'll end up a Tony, Howard."

"I know." Howard sighed. "Let me fool myself, would you?"

Maria chuckled tiredly, settling back against the pillows. "How are you, Peggy? Did everything go according to plan?"

"Like a dream." Peggy assured her. "Belinda's officially dead, and I am officially no longer a SHIELD agent."

"You haven't been out of service since you joined up." Maria said, sounding worried. "Is it worth it?"

Peggy smiled, her eyes fixed on her godson. "Yes. He is."


	4. Chapter 4

"Aunt Peggy! Aunt Peggy! Look!"

Maintaining a secret identity was not easy, especially when one of the people who knew the truth was a five-year-old.

Luckily, Tony Stark (because Maria and Peggy had been right, much to Howard's annoyance) was a very smart five-year-old and, although he was too young to completely understand _why_, he knew that he had to call his Aunt Peggy 'Aunt Sharon' if they were anywhere other than his house or hers.

Today, it was his house, since 'Sharon' was still officially Howard Stark's personal assistant (when she wasn't Lady Liberty, that is).

"Wow!" Peggy dropped to one knee, catching her godson as he hurtled towards her, dodging the plastic shield that threatened to hit her in the face. "Is that your shield?"

"No!" Tony crowed triumphantly. "It's _Captain America_'s shield!"

"Hmm." Peggy held him at arms' length and examined him. "Let's see … you've got a Captain America t-shirt … and Captain America's helmet … and Captain America's shield …" she saluted. "I think you might _be_ Captain America."

Tony's face lit up with an even brighter smile and he tugged on her hand. "C'mon, Aunt Peggy; c'mon! We gotta fight the bad guys!"

Peggy laughed, letting him pull her along to his playroom. "Just one minute, Tony; I need to talk to your father …"

"Morning, Peggy." Howard greeted, dashing past them. "Maria's home this evening; tell her I'll be back in a week."

"A week?!" Peggy repeated incredulously.

"I'm going with Operation: Valkyrie." Howard explained, backtracking to kiss her cheek and ruffle Tony's hair. "Think I've got the key to finding him."

Peggy frowned. "That's wonderful, but …"

"We'll be home in a week!" He called over his shoulder, just before the front door slammed.

"Daddy's bringing Captain America home for my birthday." Tony informed her.

Peggy smiled weakly. "Let's hope so."

Tony's birthday was in three days – and Howard was going to miss it. On top of that, all he could hope to bring home was – at best – the wreckage of a WW2 plane and a dead body.

If Tony noticed the trepidation in her voice, he gave no indication of it. "C'mon, Aunt Peggy!" He took her hand again, tugging her into the playroom and directing her into the middle of it. "You stand there, Aunt Peggy, and be in trouble and I'm going to rescue you."

Peggy set her hands on her hips in mock indignation. "I'll have you know, young man, that Captain America never needed to rescue me."

Tony gave her a weary look that looked hilarious on a child so young. "I _know_ that, Aunt Peggy. Lady Liberty could help, but I have to rescue _someone_. That's what heroes _do._"

Peggy bit her lip, trying very hard not to laugh, and nodded. "That's a very good point."

She was 'rescued' by 'Captain America' for the rest of the day and, when Maria got home that evening, she was even unhappier than Peggy was.

"That man." She ranted over a glass of wine. "I swear he just doesn't _think_ sometimes."

* * *

The look on Tony's face a week later when his father returned empty-handed was nothing short of heart-breaking, and it didn't get any better.

As Tony grew older, his infatuation with Captain America waned (which Peggy had expected), and was slowly replaced by a bitterness that she just couldn't figure out.

Admittedly, she had regaled him with Captain America stories when he was younger, but only when he asked, and she liked to think she hadn't bombarded the poor boy with them.

Howard, however, she wasn't so sure about.

Whenever she asked Tony about his father's obsession with finding Steve, he changed the subject.

Maria was certain Howard had stopped being _as_ obsessed with it.

Howard refused to talk about it. He seemed to take Peggy's belief that Steve was dead as a personal insult (even if she was just as adamant that they shouldn't stop looking).

As Tony grew older, he also grew smarter. Peggy often felt that she and Maria were prouder than Howard was, which became and increasing sticking point between them, as she tried in vain to get Howard to view Tony as a progeny instead of competition.

It was inevitable, perhaps, that Peggy would need to take a step back from Stark Industries before her friendship with Howard was damaged beyond repair.

When Tony was seventeen, Sharon Roberts resigned from her post as PA to Howard Stark and quietly disappeared. The next day, Sharon Carter, niece of Belinda Carter, great-niece of Peggy Carter, walked into a SHIELD meeting room to meet Director Pierce and the new level seven security clearance.

Looking around the room, she recognised several of her new/old colleagues, not least the deputy director, Nick Fury. He had aged since they had last met, and he was missing an eye.

Pierce greeted her with a handshake that was almost a hug, and introduced her initially as Belinda's niece.

"Belinda was an only child." Nick said, eyeing her suspiciously.

Peggy smiled. "Actually _Peggy_ was an only child; Belinda never technically existed."

"She was given the serum too." Another agent concluded quietly.

Peggy's eyes darted towards him. At first glance, he was a wholly unremarkable man, although very young for an agent, but there was a depth of intelligence and humour in his eyes that made her decide immediately that she was going to like him.

"We've seen the files." Another agent said. "Director Carter died years ago. That's low level security clearance."

Peggy smirked. "Welcome to level eight. _Agent_ Peggy Carter, at your service, formerly Agent Belinda Carter, also known as Lady Liberty. If anyone knows who coined that name, let me know so I can introduce them to my sidearm." She held out a hand to Nick. "Sorry I lied to you."

He shrugged, shaking her hand. "No hard feelings. It's the job. Good to see you again."

Peggy greeted the people she knew, and then Pierce introduced her to those she didn't, including Phil Coulson, the man who had figured out who she was.

After the meeting, he was also the only one who lingered. "So you're really Agent Carter of the Howling Commandos?"

Peggy bit back a sigh, but smiled. "That I am. Let me guess, you want to know about Captain America?"

"No." Coulson answered. "I know about Captain America. I think everyone does. But what was Captain Rogers like?"

It had been a long time since anyone asked that. Even Tony had only ever wanted to hear of the heroics.

"Well …" she said slowly. "The first time I met Steve Rogers, I thought someone was playing a joke …"

* * *

Over the next few years, Phil and Peggy became very good friends. It may have begun due to his fascination with all things Captain America, but she was confident that that had given way to true friendship and affection.

So it was little surprise when he poked his head around her office door with a cup of coffee. She was on the phone, so she waved him in without breaking her sentence. He set the coffee on her desk and waited patiently for her to finish the call, sipping at his own drink.

"Thank you very much, major." Peggy said with a bright smile. "Goodbye." As she hung up, her smile fading to something less fake and she picked up the coffee with a groan, taking a large gulp. "Oh my God, Phil, I love you."

"I do my best." Phil said with a smile. "Bad day?"

Peggy shook her head. "I hate dealing with army brass. At least the rank and file show respect to your face, even if they bitch about you later. If that asshole called me 'sweetheart' once ..." She took another long sip of coffee. "You have no idea how much I needed this."

"It's a bribe." Phil said with a hint of apology in his tone.

"See, that's what I like about you, Phil." Peggy said, leaning back in her chair. "You don't beat about the bush. It's refreshing. What do you need?"

"Well ... I may have lost a new recruit." Phil admitted.

Peggy blinked at him. "How do you lose a new recruit?"

"I don't know." Phil sighed, sinking into the chair opposite her. "We were down in the shooting range and there was an ... altercation. I didn't hear it, but he took a swing at one of the others. I separated them and he took off, turned right, rounded a corner and ... disappeared."

"What about the other agent?" Peggy asked. "Another recruit?"

Phil nodded. "He insists he didn't provoke the kid, but he won't tell me what he said." A wry smile crossed his face. "And honestly, I've had to resist the urge to deck the guy myself more than once."

Peggy raised an eyebrow. Phil was usually fairly laid back. "What do we know about the missing recruit?"

Phil passed her a file. "Name's Clint Barton."

Peggy flicked the file open and practically recoiled at the picture. "Shit, Phil, he's just a kid!"

"He's eighteen." Phil corrected.

"That's what I said." Peggy said with a scowl. Then again, Phil wasn't much older himself. "How'd you find him?"

"He was working for the circus when I went after the Sword Master." Phil answered.

Peggy remembered the case well, even though she hadn't actually worked it. The Sword Master was an arms dealer who had been using a circus to traffic stolen weapons from state to state. He had turned up on SHIELD's radar when he began fencing the weapons to terrorist organisations.

"What did he do?"

"Archery." Phil answered. "They called him Hawkeye."

Peggy nodded thoughtfully, glancing back at the picture. "No family."

"He was abandoned at the circus when he was ten." Phil answered, causing her frown to deepen. "They became his family, but turned their back on him when he helped me take out the Sword Master."

"The guy that pinned him to the tent with an arrow?" Peggy asked. "The marksman that none of our men could see? That guy?"

Phil nodded with a smirk. "See why I recruited him?"

Peggy sighed. "Yes, but ... Skills like that ... He's going to end up in cleanup. Do we really want to send a kid out to assassinate people?"

"Want to?" Phil asked. "No. But he's got nowhere else to go and if we don't scoop him up ..."

"Our enemies will." Peggy finished wearily. "Yeah, I know. And you want me to find him."

Phil nodded. "If you don't mind."

"Leave it with me." Peggy assured him. "Go and sort out the other ducklings."

Phil departed gratefully, and Peggy turned back to the file. She skipped past the official write-up to

Phil's notes, and immediately noticed that something had either been omitted from the file or they just didn't know yet.

By now, she had finished her coffee, and left her office for the coffee machine in the hall to get another cup. While she waited for it to brew, she considered how someone could just disappear.

_Let's see ... He left the shooting range, turned right, rounded the corner ... Phil's pretty quick off the mark - he wouldn't have been far behind him. But there aren't any rooms or closets off that corridor. There's only ..._

The answer hit her all at once and she groaned loudly, startling another agent down the hallway. She waved him off and poured two cups of coffee before returning to her office. It was so _obvious_.

It was probably a natural instinct for someone with such a turbulent background.

That was why people with backgrounds like that made natural spies.

Shutting the door firmly behind her, Peggy crossed the room and opened the air vent, peering inside. She couldn't see or hear anyone, but she set the coffee inside, before scribbling a note.

_Clint, you're not in trouble. Come in and have some coffee. Agent Carter._

She set the note beside the coffee, closed the vent and returned to her desk.

Two minutes later, she heard a soft noise in the vent, so soft that she would have missed it if she hadn't been listening for it.

She didn't move, even when the vent cover popped open. She only looked up when a body slithered to the floor, and waited for him to look at her before smiling. "Hello Clint. I'm Sharon. Why don't you sit down?"

Clint moved silently, clutching the coffee like it was a weapon, his whole body poised like a cornered animal waiting for a beating.

"What did he say?" Peggy asked. "The other agent, I mean."

"He was insulting one of the others." Clint answered. His voice was deceptively soft for his size. He wasn't amazingly tall, but he was fairly muscular, and she would have expected a louder voice, were it not for her earlier realisation. "He said that she got the job by spreading her legs. She didn't hear him."

"You didn't either." Peggy said gently, making a note to keep an eye on the other agent (and, indeed, to check with Phil who the other agent was). "Did you?"

Clint tensed even more. "How did you know?"

Peggy tapped the file. "Agent Coulson notes that you pay great attention to whoever is talking, paying particular attention to their mouth. You're either attracted to everyone here or you're lip-reading. How long have you been deaf?"

"Since I was nine." He answered, looking down at his lap. "I got really sick and we couldn't afford the treatment."

"Was that with the circus?" Peggy asked, keeping her voice gentle out of habit.

Clint shook his head. "My brother. We were on our own. He left me with the circus a year later because he couldn't look after me."

This only opened up more questions, but he still looked like he was about to bolt, so Peggy dropped the subject. "Okay, Clint – Probationary Agent Barton – you're not in trouble. Generally, we tend to report abusive language, rather than take a swing at people, but I think we've all broken that rule at least once."

At her smile, Clint seemed to relax slightly, even managing a small smile back. "I'll try to remember that, Agent Carter."

Peggy tapped her fingers against her coffee cup. "There is one thing that's bothering me, Clint – with your skill set … you know what you're going to end up doing, right?"

Clint shrugged. "It's more than I ever thought I could make of myself." He frowned. "Although given my range scores today …"

Peggy flipped through the file to find them and her eyes widened. "You're kidding me, right?"

"I know." He said morosely. "They're crap."

Peggy transferred her shock from the page to him. "Clint, these are some of the best scores I've seen in years."

"I can do better." Clint insisted. "I'm not used to guns."

Peggy tilted her head slightly. "Right, come on. We're going to the range and getting you a bow. We must have one somewhere."

"My bow is in lock-up somewhere." Clint volunteered, his face lighting up.

A quick call to Phil confirmed its location, and Peggy had it in Clint's hands and both of them in the empty range in under five minutes.

The bow was old and mostly held together with string, and the arrows weren't much better, but Peggy watched in silence, as Clint selected one and carefully strung his bow. It was clear he was in his element and, from the moment the first arrow flew, she could see why.

Each arrow hit its mark perfectly, and she wandered over to the control panel, flipping a switch that set the targets in motion.

Clint didn't so much as flinch, never missing a shot.

Peggy moved so he could see her out of the corner of his eye but wasn't in the line of fire. "We need to get you a new bow."

"Why?" Clint asked, turning to look at her properly. "This one works fine." Without looking away, he let another arrow fly, hitting the dead centre of a target.

Peggy glanced behind her, taking in the shiny surface of the metal walls and realising that he had made the shot based solely on the reflection. "And if it falls apart in the field? I'll get Stark Industries on it."

"I'm sure they've got better things to be doing." Clint muttered, looking away.

Peggy approached him, and touched his shoulder, drawing his attention back to her. "Howard Stark's a friend of mine." She said gently. "He'll sort it personally. We can get you a hearing aid too, if you like."

Clint, she discovered, had a beautiful smile.

* * *

A year later, Peggy opened the door of a dingy motel room in the back streets of Luxembourg and ushered Agent Barton inside. "Report?" She shut the door quickly, not because he was followed, but because the room was marginally warmer than the corridor and she wanted to keep the little heat in.

"Target down." He repeated mechanically. "Package acquired."

He had already said all of this over the radio, but she wanted to keep him talking before he went into shock.

It was Clint's first mission with SHIELD, and it was a big one. A former federal agent had been selling defence secrets to the highest bigger, and the order had come through to proceed with extreme prejudice.

Clint's job had been to track the agent to a secluded area, make the kill, and retrieve the file he had been trying sell.

Peggy was his handler – a job that would normally have been Phil's, but he was in medical after being shot two weeks earlier, and she didn't want anyone else doing it.

Clint was much older than his years, but he was still only nineteen, and he had just killed a man.

He was also beginning to hyperventilate, so Peggy quickly radioed for an extraction team and turned her attention to her charge, putting her hands on his shoulders to get his attention.

"Clint, try and breathe with me, alright?"

Howard had not only produced a state-of-the-art bow that produced a variety of arrowheads at the touch of a button, but a custom-made hearing aid that had given Clint almost all of his hearing back.

Despite that, he still resorted to lip-reading when he was particularly stressed, as though his brain stopped processing sound.

Slowly, ever so slowly, his breathing steadied, matching her own, and he suddenly slumped forwards, his body breaking under the weight of his actions.

Normally, Peggy tried to keep a professional distance between herself and the younger agents – she was only supposed to be a few years older than them after all – but sometimes she couldn't ignore her base instincts, and this was going to be one of the few times that she gave into them.

Wrapping her arms around him, she stroked his hair gently, soothing him as though he was a child, an action she doubted he had experienced since he was very young.

Peggy held him until he stopped shaking, and still didn't release him until he pulled away. At that point, she stood, crossing the room to the window, giving him time to regain his composure under the pretence of checking the street below. She rubbed her hands together to try to warm them, her breath congealing in the cold December air.

"I'm sorry." He said finally, his voice hoarse. "Some agent I am, huh?"

Peggy hesitated. "I knew a soldier once." She said slowly. "He was this scrawny little thing who had a list of medical problems as long as my arm, and couldn't even walk up a flight of stairs without collapsing, let alone anything else. But he had the heart of a soldier. And at the end of the day … that was all that mattered." She turned to look at Clint, no trace of pity on her face. "A good agent needs bravery, Clint. That's not the absence of fear; it's perseverance through it. If you had walked in absolutely fine, I would have been very worried. The day you take someone's life and it _doesn't_ get to you, just a little bit – that's the day you quit."

Clint rubbed a hand over his face. "I just bawled like a baby."

Peggy smiled at him. "And that, Agent Barton, is the difference between us and them. You see?"

"I think so." Clint said, managing a smile. "When's the extraction team getting here?"

"About twenty minutes." Peggy answered.

A soft tinny noise sounded from her bag and she opened it with a frown, realising it was her cell phone.

SHIELD still used radio transmissions in the field, but cell phones were sometimes useful, if not the most discrete method of communication.

This, however, was unlikely to be SHIELD.

In a situation like this, they would _definitely _use the radio.

Her frown deepening, Peggy pressed the button to answer the call. "Hello?"

_"Aunt Peggy?"_

Peggy closed her eyes. "Tony, you know damn well that when I'm working …" She stopped suddenly, belatedly realising that he sounded strange. "What's wrong?"

_"It's Mom and Dad." _Tony answered, his voice trembling. _"They're dead."_

* * *

**AN: I stole the line from Agents of SHIELD; Coulson stole the line from Peggy. Please let me know what you think.**


	5. Chapter 5

Peggy's entire body seemed to seize up and she had to physically force the words out. "Wh-what?"

_"__They were driving home and the brakes failed ... They're dead, Aunt Peggy. They're gone."_

A sob forced its way out of her mouth and she broke, dimly noticing Clint scrambling across the room to catch her before she hit the floor.

Many people tended to see Clint's strength and quiet nature and assume that he was not a clever man. Maybe not stupid, but not clever either.

In some ways, they'd be correct, but he was one of the sharpest people Peggy knew, and this was one of the times he showed it. Gently relieving her of the phone, he took over. "This is Clint, I work with Sharon. Is everything alright?"

There was a pause, while Tony seemed to adjust, thankfully regaining some of his composure. _"This is Tony Stark. Sharon is a family friend ... I have a personal emergency and wasn't sure who else to call."_

Clint glanced at Sharon. "We'll be home within the hour, Mr Stark. I'm very sorry for your loss."

There was another pause, this one shocked. _"How did you know?"_

"She's hysterical." Clint answered. "There aren't many things that do that to her. I've never even see her cry."

_"__Look after her." _Tony said bluntly. _"She doesn't like showing weakness in front of people. She must trust you."_

He hung up abruptly, and Clint set the phone down in favour of wrapping an arm around Peggy's shoulders. "What happened?"

"His parents are dead." Peggy answered, resting her head on his shoulder. "Car accident."

"I'm sorry." Clint murmured. He had only met Howard Stark once, but he greatly respected the man. "Your great aunt worked with him during the war, right? You said you didn't know him all that well."

She had said that. She'd forgotten. The gap between Belinda and Sharon meant that Sharon being overly close to the Starks just wouldn't have made sense. As far as the level sevens and below were aware, the only connection between them was due to their affection for her late great aunt.

Peggy could lie. She could come up with an explanation.

She _should _lie.

"My name's not Sharon." She admitted softly. "It's a fairly long story and it's a level eight security clearance, which you're nowhere near, so you can't breathe a word of it to anyone, and you can't tell anyone I told you either."

"I can keep a secret." Clint assured her.

Peggy smiled weakly. "I know."

And so Clint became the first person outside of Level Eight to know who she was.

* * *

_"Barton's gone AWOL."_

Peggy sat down at her kitchen table, pinching the bridge of her nose. "Phil, I'm beginning to see a pattern here."

It had been ten years since Howard and Maria's untimely deaths and since Peggy had divulged her true identity to Clint.

It had turned out to be a good move – Clint Barton was, for want of a better word, a bit of a loose cannon, who listened to a total of two people – three on a good day. Unfortunately for Nick Fury – who had taken over as Director when Pierce had moved over to the World Security Council a few years earlier – he was the third person.

Despite this apparent unreliability, Clint remained the very best marksman they had, so everyone was mostly willing to overlook his occasional eccentricities and let Phil and Peggy handle him.

Fury occasionally put his foot down, but even he never went further than locking Clint out of the ventilation system.

At times like that, Clint slipped out of headquarters and appeared on Peggy's doorstep and borrowed her attic.

Peggy wasn't quite sure what it was about high places that Clint liked. At first, she assumed it was the vantage point, but the vent system at HQ was hardly equipped with surveillance and her attic had just one skylight.

Whatever it was, she didn't argue when he asked for the attic over her spare room, and she made sure she included the room in her weekly clean, dusting off the boxes (most of which contained Steve's belongings) and straightening the pile of pillows, blankets and old shirts he called a bed and that she would have classified as a nest.

"What's happened now?" Peggy asked, shaking herself from her thoughts.

_"I don't know." _Phil admitted, his worry clear even over the long distance. _"He radioed to say that he had her in sight, and then he just went silent. We can't find him anywhere."_

Peggy frowned. Clint might be eccentric, but it wasn't like him to act like this during a mission. Especially given his task - the elimination of the world's deadliest freelance assassin.

Known as the Black Widow, the former Soviet soldier didn't seem to care who she killed, or who she killed them for.

Peggy couldn't help but be reminded of the Winter Soldier, and wondered if the Widow had also been given a dose of the serum. It seemed that HYDRA had gone underground in Russia, at least for a little while.

"Was there any indication of trouble?"

_"None." _Phil answered. _"He just vanished. There was no one else around. We've found evidence of a fight, but he never fired a shot. Or he cleaned up after himself."_

"In which case where is he?" Peggy finished. "Have you reported it?"

_"I don't want to." _Phil admitted. _"If he was dead or badly injured, I'd have found him by now."_

Peggy nodded with agreement even though he couldn't see her. "Keep it on the down low for now; see if you can find him. If he hasn't turned up by tomorrow morning ..."

_"I'll call it in." _Phil assured her.

"Good. I'll make some enquiries this end." Peggy said, tapping a pen against the kitchen table absently. "I …" She paused, tilting her head as her enhanced hearing picked up a noise upstairs. "Actually, hold that thought. I'll call you back."

Hanging up the phone, Peggy slipped into the living room and retrieved the gun that sat in the safe when she was off-duty. She loaded it silently, and moved to stand behind her kitchen door, waiting, even though she was almost certain that her unexpected visitor was not a threat.

Sure enough, when the noise became footsteps, it was Clint that stepped into the room.

Peggy replaced the safety with a loud click. "Agent Barton, just what do you think you are doing?"

Clint spun around, looking suspiciously guilty. "You did say your door was always open."

"I did and it is." Peggy agreed, crossing her arms over her chest. "But you are supposed to be in Russia, tracking the Black Widow. Not in my kitchen. Coulson said you found her."

"I did." Clint agreed.

"And there was a fight." Peggy added.

"There was." Clint confirmed.

Peggy waited patiently for him to elaborate, and he waited patiently for her to change the subject.

Finally, she sighed. "Clint, what happened after the fight?"

Clint ran a hand through his hair. "I prefer to keep a distance from the target, you know that. Part of being a sniper. I had her in my sights, and then she disappeared. Next thing I know, she's behind me and … I got the upper hand … somehow. Fuck knows how …"

"Maybe she wasn't expecting you to know hand-to-hand." Peggy suggested. "A lot of snipers don't."

"Or she didn't really want to win." Clint said darkly. "She just sort of … gave up after that, and … I wasn't sure where to go."

The hairs prickled on the back of her neck. "Clint, where is the Black Widow now?"

Clint gave her a sheepish smile. "Borrowing my room. She's asleep. At least I think she is."

Peggy gaped at him for a few seconds. "Clint! You were supposed to kill her, not adopt her!"

"She wants out, Peggy!" Clint protested. "And she … she has nowhere to go. If she had somewhere to go …"

Peggy closed her eyes, transported back to the afternoon in her office when she had met Clint. "So you brought her _here_?"

"Do you trust me?" Clint asked seriously.

Peggy opened her eyes again, meeting his gaze openly. "You know I do. Have you eaten?"

Clint shook his head. "We snuck onto a cargo plane to get back to the US."

Peggy shook her head. "That would be concerning if you weren't spies. Alright …" She pulled a tub of leftover stew from the refrigerator, poured it into two bowls and heated it in the microwave. "There are some water bottles in there as well."

While Clint retrieved them, she set the bowls on a tray, grabbed a couple of spoons, and carried the whole thing up to the attic.

She let Clint enter first, lingering outside until he gave her the signal.

"You awake?" He asked softly.

"She knows I'm here." A woman's voice responded, heavily accented.

"She trusts me." Clint said. "She'll listen. Come in, Agent Carter."

Peggy stepped through the door, her gaze landing on the woman curled up in the centre of the nest. A dark bruise was blooming on her face, just covered by long red hair. She was very pretty, but she looked young, much younger than the years in her eyes.

She looked at Peggy with no shortage of mistrust, and Peggy didn't bother faking a smile. "Barton tells me you want out."

"Do you have another option?" She asked.

Peggy rolled her eyes. "Your _options_ are SHIELD or a bullet."

The woman smiled slightly. "Then why did you send an archer?"

Peggy was surprised enough to laugh, handing the tray to Clint, who ate a spoonful from both bowls before handing one to the Widow. The redhead still eyed it suspiciously, but his actions seemed to reassure her that the food wasn't poisoned. She practically inhaled it, and Peggy couldn't help the way her heart clenched as she wondered when the woman's last meal had been.

"We sent an archer," she said, marvelling at the steadiness of her voice, "because Agent Barton is the best we have."

"I was trained by the best." The woman said flatly.

Peggy observed the woman with interest. "Are you enhanced? Or is it all natural?"

"I don't know." The woman admitted. "I know the Red Room had a variation of the Super Soldier serum, but I do not have the strength or speed it was rumoured to bring."

"You are healing quickly though." Clint said through a mouthful of stew. "That bruise was much darker an hour ago."

Peggy shook her head, returning to the issue at hand. "You didn't answer the question. SHIELD or bullet?"

"I deserve the bullet." She said lowly. "I have done … such awful things."

"But …?" Peggy prompted.

"I have red in my ledger." The Black Widow stated. "I would like to wipe it out."

Peggy sighed. "Barton, it's on your head."

Clint waved her off, and Peggy pulled out her phone again, dialling Phil's number.

_"Peggy?"_

"Call off the ground team." Peggy told him. "Mission is complete; target acquired. Get back home."

_"He got her?" _Phil asked, sounding surprised. _"Then why did he fly back without backup?"_

"Because he recruited her." Peggy answered.

There was a brief moment of silence, then … _"You know, I bet most parents don't have this problem."_

Peggy laughed, acknowledging the similarities. "Just get home." She hung up. "Welcome to SHIELD, Miss …?"

"Romanoff." She answered. "Natasha Romanoff."

* * *

Fury, when he found out, was Not Happy, but Clint stood his ground and Peggy and Phil backed him up.

Not even two years later, their faith was repaid when Natasha stepped in on one of Lady Liberty's ops and saved her life.

And so Natasha Romanoff became the second person outside of Level Eight to know who she was.

The third person was not anyone Peggy would have predicted.

Admittedly, if she had been asked if she thought she would ever divulge classified information to anyone who wasn't cleared for it, and who that person would be, she probably would not have picked Clint and Natasha, but they did, at least, work for SHIELD.

No, the third person was the result of an unscheduled trip to California, which in turn led to an unannounced visit to Tony's Malibu home.

In the aftermath of Howard and Maria's deaths, Tony had become withdrawn and quiet, and Peggy had expected it to be a few years at least before he took over the company.

To everyone's surprise, however, Tony had taken over after a few months at the age of 21, and Stark Industries had continued to grow and thrive, continuing to be the leading weapons manufacturer in the world.

Their base of operations, however, had moved from New York to California, a move that did not surprise Peggy at all.

There were too many memories in New York, Tony had told her unnecessarily, and California was paradise (at least, that was how he described it – Peggy much preferred New York).

He had proceeded to have a home built on the coast, complete with a built-in AI programme that still made Peggy's head spin when she visited.

If she didn't speak to Tony on a regular basis, Peggy would be quite worried about him. Increasingly, the media portrayed a man utterly detached from reality, an irresponsible playboy who wore the moniker 'Merchant of Death' like a badge of honour.

But as much as Peggy hated how he felt he needed to create such a front for the press, that was exactly what it was.

The only thing she worried about was how lonely he must have been.

Obadiah (his godfather) remained his second-in-command, but he had a house on the other side of town.

And Tony didn't date – just had the occasional (alright, frequent) one night stand.

Personal assistants didn't last very long either. The record so far was one week, but Tony's long hours, strange habits, and unrivalled ability to put his foot in his mouth (how he could be so suave in front of a camera and then lose all common sense as soon as it was turned off, she didn't know) meant that the turnover was very high.

Peggy didn't blame them. God knew she loved him, but she could see how he could be difficult to deal with for anyone who hadn't raised him.

But it still left him alone in a large house, with only an AI and some robots for company.

Not that JARVIS (Just A Rather Very Intelligent System, Tony had told her, named after his father's faithful butler) was _bad_ company – in fact, Peggy quite enjoyed chatting to him – and Dum-E, Yoo and Butterfingers were childishly delightful.

But they weren't _human_.

Today, however, when Peggy knocked on the front door (a flash of her badge got her past the security on the gate), it was a human who opened the door, a pretty, professional-looking redhead.

"Good morning." Peggy greeted. "My name is Sharon Carter, I'm an old family friend of Tony's. I was wondering if he was busy."

"Mr Stark has nothing scheduled." The woman said, looking like she wasn't sure whether to believe her. "However, he has asked not to be disturbed."

Peggy sighed. "Workshop?" She asked, stepping neatly past the woman before she could protest. "How long?"

At her question, the woman (presumably Tony's new PA) relaxed slightly, as though anyone who understood Tony's habits was likely to be telling the truth. "He was in the workshop when I arrived at eight. He said he'd been in there half an hour."

"Jarvis?" Peggy asked, looking towards the ceiling automatically.

"Good morning, Miss Carter." Jarvis greeted, using her preferred title in company. "As I told Miss Potts, Sir did actually sleep last night."

"Well, will wonders never cease." Peggy said, turning to Miss Potts with a smile. "Tony slept and you asked Jarvis. I realise that sounds patronising," she added hastily, "but the last God knows how many PAs haven't bother. You are the new PA, aren't you? Because if you're actually his girlfriend, I need to stop talking."

Miss Potts laughed. "No, I'm his PA. Would you like some tea or coffee?"

"A cup of tea would be lovely." Peggy said. "How long have you been working here, Miss Potts?"

"Pepper." She corrected, putting the kettle on. "Well, Virginia, but Mr Stark insists on Pepper."

"He would." Peggy said, rolling her eyes.

"I don't mind." Pepper assured her. "I've been working for Stark Industries for about three years, in Finance, and then a report came across my desk with a calculation error, so I told my boss, who told his boss, who told Mr Stark, who came and asked me to be his PA, because the old one just quit. I agreed until he could find a new one, that was a month ago …"

"A month?" Peggy interrupted. "Most don't last past a week."

"I'm not surprised." Pepper admitted. "I mean …"

"No, it's okay." Peggy said, reaching out to her. "I've known Tony his whole life. I know what he's like."

"Then you know why I'm still here." Pepper said, handing her a mug.

"Thank you." Peggy took a sip of tea, observing her. "Humour me. Why are you still here?"

"Because sometimes I see another side of him." Pepper answered. "A side that isn't the front he puts up for the cameras. He doesn't need a PA really; he has Jarvis, who could do all that. He needs a friend. He needs someone that doesn't have an off-switch – no offence Jarvis – who can't be programmed to let him work through the night, and who can knock some sense into him."

Peggy couldn't fight the smile that broke on to her face. "Pepper, I assume there's a confidentiality clause in your contract?"

"Of course." Pepper said, looking confused.

And so Pepper Potts became the third person outside of Level Eight to know who she was.

* * *

As it turned out, taking Pepper into confidence was one of the best ideas Peggy had ever had. It became almost unheard of for Tony to appear in public without Pepper somewhere near him. She made sure he ate, physically forced him to business meetings when he threatened to stay in his lab, kept the media hounds at bay, and basically stood by him through thick and thin.

On May 20th 2009, Peggy called Pepper to wish her a happy birthday, guessing (correctly) that Tony would have forgotten (again).

On May 21st 2009, Peggy's world fell apart for the third time.

She was woken by her phone ringing, a number she didn't recognise flashing on the screen, so she answered it with some trepidation. "Carter."

_"Agent Carter, this is Colonel Rhodes."_

Peggy jolted out of bed, her heart dropping into her stomach. Colonel Rhodes was an old friend of Tony's, who was supposed to be in Afghanistan with Tony, who was demonstrating the new Jericho missile to the troops. "What can I do for you, Colonel?" She asked, trying to keep her voice steady.

_"I … I hope you don't mind, ma'am, but Tony told me who you are … told me ages ago … just in case … in case something happened to him …"_

"Forget the reasoning." Peggy said, more harshly than she intended. "What happened?"

_"There was an ambush, ma'am. His escort are dead. There's no sign of him anywhere."_


	6. Chapter 6

Later, Peggy wouldn't remember the flight to California. She was fairly sure that someone at JFK airport had taken pity on her hysterics and offered her their place on the next flight.

All she knew for sure was that she arrived at the airport to find Happy Hogan standing in the arrivals lounge with a sign reading 'Sharon Carter'.

Happy had worked for Tony for years – even longer than Pepper. He was technically Tony's chauffeur, but he worked more as Tony's bodyguard, especially since Tony preferred to drive himself – and had since his parents' deaths.

Peggy had never told Happy who she really was and Happy had never told her if he knew, but his presence was a strong indication that he was another person Tony had taken into confidence.

Right now, she couldn't bring herself to care, accepting the embrace from a man she had barely spoken to before.

"I guessed you might be coming." He said, when she pulled away. "Figured I'd come here and wait."

"Thank you." Peggy said, her voice only trembling slightly.

At least she didn't have to deal with the press. The media wouldn't be hounding her for a statement, or camping outside her house, or …

"How's Pepper?" She asked quietly, as they got in the car.

"She's a mess." Happy answered bluntly. "It was her birthday yesterday."

"I know." Peggy sighed, resting her head against the window.

It was indeed a veritable circus outside the house, and Happy had to slow down to avoid hurting anyone. Thankfully, the windows were dark, so the reporters couldn't see in, but it didn't stop them from hammering on the window and shouting questions at the unknown occupants.

"Speed up." Peggy said. "If you hit anyone, I'll flash my badge and make them disappear."

Happy chuckled weakly. "Don't tempt me."

He drove down the driveway into the garage under the house, so they could leave the car without being seen.

The corridor led directly into Tony's workshop, and the three bots hurried to her side, making strange beeping noises that she would normally have avoided classifying as whines, but could be mistaken for nothing else.

"It's alright." She murmured, letting her hand run over Dum-E's pincer and managing a small smile when it patted against her hand. "We'll get him home. Jarvis?"

"Good morning, Miss Carter." Jarvis greeted, but even he sounded subdued. "Miss Potts is in her office and, if I may, she seems in a great deal of distress."

"Thank you, Jarvis." Peggy said, bestowing Happy with a grateful wave and letting herself out of the workshop. "What about Mr Stane?"

"Mr Stane is, I believe, at Stark Industries Headquarters, trying to hold the company together."

Peggy pursed her lips. People coped with grief in different ways, and she could hardly judge the man for his.

_But, really, who could think of work at a time like this?_

Pepper's office was the first room to the left of the stairs down to the workshop, and it was more a formality than anything else. She had her own suite now, having caved in to his constant suggestions that she just cut out the middle man and move in, and she had the technology to work anywhere in the house.

The door was closed, but Peggy could hear halting sobs even through the thick wood. Feeling her own tears threaten her composure once more, she tapped on the door. "Pepper?"

"It's open."

Peggy let herself in, her eyes landing first on a huge arrangement of flowers that sat in a vase on her desk, and then on Pepper herself, sitting on the floor against the wall, mascara smeared down her cheeks.

Dropping to the floor beside her, Peggy pulled the (technically) younger woman into her arms and they clung to each other, gently rocking back and forth in a futile attempt to bring them both comfort.

Only when Peggy regained her composure (again) did she notice the card clutched between Pepper's fingers. Gently prying it from her grip, she smoothed it out, recognising a florist's logo.

_Pepper,_

_These'll be late by the time you get them, but happy birthday all the same. Next year, remind me in advance, because I must at least owe you dinner by now. Enjoy the break from crazy and put your feet up – you deserve it!_

_See you when I get home,_

_Tony_

* * *

One week became two, two weeks became a month, and a month stretched into three.

With every passing day, hopes of finding Tony Stark alive grew dimmer and dimmer. Finally, Peggy could avoid work no longer, and wound up deep undercover in Peru.

Unfortunately, Peggy never took her cell phone undercover – not when she was the asset – so she never got an important text from Pepper.

Luckily, Clint turned up not even three days later, dressed in a maintenance worker's uniform and looking entirely too pleased with himself.

"You're supposed to be on leave." She said, when the door was safely shut behind him.

"I am. But you're on radio silence." Clint said, shedding the jacket immediately. "They've found Stark."

Peggy's legs shook beneath her and she took a seat with far more composure than she felt. "Is he ...?"

"Alive." Clint filled in with a gentle smile. "Held a press conference almost immediately; announced that SI would no longer be making weapons. Media's in an uproar, but he's been silent since." While she fought to control her tears, he reached into his pocket and pulled out a phone. "Burn phone." He explained, unnecessarily.

Peggy took it with a wide smile, punching in the number.

_"Stark residence."_

"Pepper, it's me." Peggy said, her words tumbling from her mouth. "How is he?"

_"Pe - Sharon!"_ Pepper greeted happily. _"He's doing alright. You got my message then?"_

"No, I don't have my phone on me." Peggy admitted. "A coworker told me."

There was a slight pause on the other end of the line, then Pepper said, _"I met a guy at the press conference - Phil Coulson - who works ..."_

"With me." Peggy finished. "He works with me. I'm undercover."

_"__Oh."_ Pepper hesitated. _"Are we safe to talk then?"_

"It's a burn phone." Peggy assured her. "We're safe. What happened out there?"

_"I don't know all the details myself." _Pepper admitted. _"He's got a load of shrapnel in his chest, but there was a doctor who saved him by putting an electromagnet in. And then Tony built a miniature arc reactor and switched it out …"_

Peggy let out a shaky laugh. "Only Tony."

_"Rhodey found him." _Pepper said. _"Refused to give up, found him wandering the desert in some kind of armour."_

"Can I talk to him?" Peggy asked. "Is he there?"

_"Hang on." _Pepper said, and the sound of her heels on tile sounded clearly across the phone line.

There was a soft scuffling sound, and then Tony's voice came across the line, breaking suspiciously. _"Aunt Peggy?"_

Peggy sucked in a shaky breath, closing her eyes tightly. "Oh, darling … Are you alright?"

_"What can I say?" _Tony asked. _"I've been better. But I got out."_

"You've pulled the plug on weapon production?" Peggy asked. "What happened out there?"

_"They had our weapons, Aunt Peg." _Tony told her tiredly. _"Those weapons literally had my name on them. Obie's not happy, but he's handling SI for the time being and I'm not backing down."_

"Good boy." Peggy said. "Stick to your principles."

_"Aunt Peggy, when are you coming home?" _ Tony asked, and her heart broke.

"Soon, darling." She promised, reaching out to grasp the hand Clint offered her. "Soon. Let me handle these drug-runners, and I will be straight home, I promise. Listen to Pepper, she's a sensible woman; let her handle things for a while, okay?"

_"Best advice anyone could give me." _Tony joked. _"I miss you."_

"I miss you too, sweetheart." Peggy said shakily. Much like Howard, Tony didn't show emotion all that often, and for him to come straight out and verbalise it was even stranger and only further proved how awful his experience had been. "I'll call someone to …"

_"No." _Tony interrupted. _"I don't know everything about your job, but I know that switching over an undercover op must be almost impossible. I can wait."_

Peggy chewed on her bottom lip, her foot tapping against the ground. "Are you sure?"

_"I'm sure, Aunt Peggy." _Tony said. _"I'll be fine."_

* * *

In hindsight, Peggy would realise that the contradictions between Tony's obvious trauma and his insistence that she not rush hope were proof that he was up to something.

In this case 'something' turned out to be reinventing the armour he had used to escape and using it to liberate an Afghanistan village under siege by the same terrorist organisation responsible for his disappearance.

Peggy's initial reaction when the news filtered through the grapevine was to roll her eyes with fond exasperation. No one knew that the mysterious flying object was actually Tony Stark in a suit of armour, but Peggy managed to access the military images and there was no doubt in her mind.

Then, in late October, just as she was starting to wonder if her mission would ever actually be completed, she got another unexpected visit.

This time, it was Jasper Sitwell, since Clint was in Budapest with Natasha.

"Morning, Agent Carter." He greeted, as soon as the door was open. "We're your extraction."

Peggy frowned. "Extraction? But the mission's not over yet."

"Fury says we can set up another operation." Sitwell explained. "He wants you back in the US; Stark's a concern."

"Because of the armour?" Peggy asked, keeping pace with her colleague as they made their way to the quinjet.

"No, because the media's caught wind of 'Iron Man'." Sitwell said, rolling his eyes. "We need you to keep him under control and make sure he sticks to the story."

Peggy swung herself into the quinjet and stowed her bag, frowning at him. "What story?"

"You'd better sit down." Sitwell told her. "You're not going to like it."

Peggy crossed her arms, giving him a stern look. "What story?"

Sitwell wasn't exaggerating.

Peggy didn't like the story.

Not one little bit.

Obadiah Stane had not only been a close friend of Howard, but he was Tony's _godfather_ and if he hadn't already been dead, Peggy would have hunted him down and killed him herself.

The quinjet landed on the beach near Tony's Malibu house, and Peggy just about sprinted up to the house, letting herself in the front door.

She could hear the media in one of the sitting rooms, which she assumed had been cleared to be used for a press conference, but her focus was on the private sitting room, the one that only a select few people were allowed in.

Tony was lying shirtless in a makeshift dentist chair, and Peggy gasped, realising that Pepper's hand was immersed in his chest.

"I'm fine." Tony assured her a little stiffly. "A little to the left, Pep."

"Agent Carter."

Peggy smiled, relaxing a little. "Agent Coulson. I'm glad that you're involved in this circus. What don't I know?"

"Assuming it was Sitwell that filled you in, we've only just got Miss Potts' complete statement." Phil explained. "I met her at Stark Industries HQ last night, and she immediately rushed us to their research and development facility, where Obadiah Stane had developed a weaponised version of the Iron Man armour."

"Tony asked me to hack into the system and find out who was selling SI weapons to terrorists." Pepper explained, not looking up. "I found out it was Stane."

"I knew that much." Peggy said, her heart pounding. "And I know he's dead – was there …?"

"He hired the Ten Rings to kill Tony in Afghanistan." Pepper said tersely. "And then he came here and ripped the arc reactor out of Tony's chest to use it to power his suit."

Peggy closed her eyes, taking a deep calming breath. When she opened them again, the cold fury in her eyes made even Phil take a step back. "And he's dead."

"Pep had kept the old arc reactor for me." Tony said hoarsely. "Saved my life. And then she overrode the reactor at R&amp;D so it blew up."

"Done." Pepper announced, reaching for a towel to wipe her hands. "This one wasn't your fault, Tony, so you get a freebie, but I am _not_ doing that again."

"Pepper Potts, you are an angel." Tony declared, getting up.

"I'll second that." Peggy said, stepping into her godson's arms and hugging him tightly. "Thank God you're okay, darling."

Tony didn't respond verbally, but then she didn't expect him to with Phil in the room, and she could read volumes in the way he buried his face in her neck the way he used to when he was a child.

Neither of them moved until Pepper cleared her throat. "Rhodey's just introducing you to the media."

Peggy ran a hand through Tony's hair, pressing a kiss to his head, before releasing him. "So what's the story?"

"Iron Man is my bodyguard." Tony recited. "For my safety as well as his, his identity will remain anonymous. The military and authorities are aware of Iron Man's identity and he will be available to support them if necessary."

Peggy smiled. "Good boy." She straightened Tony's tie and stepped back to let him strut into the next room for the press conference.  
Once Tony had the media's attention, Peggy stepped in to the room as well, taking Pepper's hand as the younger woman came to stand beside her. "Thank you." She whispered.

"I'm just doing my job." Pepper responded.

"Your job is to make sure he eats and take his phone calls." Peggy reminded her. "You go above and beyond time after time."

"What do we do about Iron Man?" Phil asked softly.

Peggy shook her head. "There's nothing you can do. I can't control Tony, so I don't know why you think you can."

"As long as we can contain the media …" Phil began.

"The truth is …" Tony said, his voice cutting across their quiet discussion. "The truth is, I am Iron Man."

As Phil pinched the bridge of his nose and Pepper groaned quietly, Peggy couldn't help laughing. "Like I said, I don't know why you think you can control Tony. He enjoys keeping you on your toes too much."

* * *

**AN: I make it one more chapter of this and then I'll handle Steve's return/the Avengers. In the meantime, please let me know what you think!**


	7. Chapter 7

**Disclaimer: I cannot write action scenes and I apologise.**

* * *

In the months that followed Tony's revelations, his actions became more and more erratic, to the extent that Peggy was beginning to get really very worried about him.

Generally, she let him get on with his life – he was an adult now, after all – but he was really beginning to scare her, and she clearly wasn't the only one.

Colonel Rhodes ("call me Rhodey", he had insisted when she stopped by to thank him for his hand in rescuing Tony) had actually confiscated one of the suits (and the only reason she hadn't bothered trying to step in was because she trusted him to keep the actual technology behind it out of the military's hands) and Pepper was on the phone what felt like (and probably was) every other day, having been promoted from PA to CEO.

Finally, while Peggy was trying to comfort Pepper (who was dealing with the fallout from Tony's birthday party) and organise an agent's undercover identity at the same time, a familiar voice in Pepper's office caught her attention.

_"Miss Potts, I have the requisition forms here."_

_"Thank you." _Pepper responded. _"Just set them on the desk."_

Peggy waited until her sensitive ears heard the door close before asking, "Who was that?"

_"My PA, Natalie Rushman." _Pepper answered. _"Why?"_

Peggy closed her eyes. "No reason. Pepper, honey, I have to go. I'm sure everything will be fine."

That evening, after managing to get a seat on a last minute flight, Peggy walked into Tony's home to meet Phil in the living room. "What the hell is going on?"

"Hello to you too." Phil greeted. "I'm glad you're here; I'm about to leave for New Mexico."

"Why is Natasha undercover in Stark Industries and does Tony know about it?" Peggy demanded.

"He knows now." Phil answered, frowning at her. "You don't know?"

The anger faded from Peggy's body to be replaced by fear. "Know what?"

Phil gave her what could only be described as a sympathetic look. "Maybe you should talk to Stark. He's down in his workshop."

"Jarvis?" Peggy asked, raising her voice slightly as she hurried down the stairs.

"I'm afraid, Miss Carter, that Sir has instructed me to tell no one of his predicament."

The workshop was even messier than usual, and Tony was standing the middle of what looked like a large metal donut.

"What are you doing?" Peggy asked, ducking underneath it.

"I'm trying to synthesise virbanium." Tony answered vaguely, before turning to her. "Did you know Dad was proud of me?"

Peggy was taken aback. "Of course. Tony, your father was not a very good father, admittedly, and he made some mistakes - a lot of mistakes, and very big ones at that. But he loved you and he was proud of you, even if he wasn't very good at showing it. Where's this coming from?"  
"Nick Fury gave me a box of Dad's stuff and there was an old video in there from the first Stark Expo." Tony explained. "There was a message from him at the end of it." He tapped a wrench against his hand. "Did you know? About Agent Romanoff?"

"I know that Natalie Rushman is one of Natasha's aliases." Peggy confirmed. "I did not know she was undercover in Stark Industries until this morning, and when I found out, I caught the first available flight. I still don't know why. Why are SHIELD suddenly so interested in Stark Industries and why am I not being told anything?!"

Tony sighed, peeking up at her from under his lashes. "I'm dying, Aunt Peggy."

The words seemed to hit Peggy like a bullet, seizing her lungs in an iron grip. "What?"

"The palladium in the arc reactor is killing me." Tony answered, opening his shirt so she could see the darkening veins spreading from the reactor. "That's why I started Stark Expo again, that's why I made Pepper CEO, that's why I taught Rhodey how to use the suit and didn't stop him from taking it."

"And Fury knew?" Peggy asked, her voice dangerously low.

"Yeah, he knew." Tony answered, letting her embrace him. "Agent Romanoff gave me a lithium injection and then I found the workings for virbanium in Dad's stuff … Once I've synthesised it, I can replace the palladium with it, and it should reverse the effects."

Peggy let out a sigh of relief. Tony was far more cautious with his work than people seemed to think, so if he was saying something 'should' work, it was almost definitely going to. "And that's what you're doing now?"

"Should be finished in a few minutes." Tony assured her.

"Good, that's good." Peggy said, pulling back to take his face in her hands. "Do not ever keep something like that from me, Tony. I know you were trying to protect me, I know that you don't like dealing with sentimental moments, I know all of that, but I practically raised you and you are the only family I have left, so please, please don't hide things from me."

"I won't." Tony said, dropping his gaze. "I'm not your only family though. What about your SHIELD kids?"

Peggy managed a small smile, thinking of Clint and Natasha. "They don't really count, Tony, but you have a point." She finally released him to let him get back to work, her eyes travelling over the strange contraption. "What's with the pile of stuff under here?"

"It's keeping it level." Tony explained.

Peggy took a closer look, gently touching one of the objects. "Is that what I think it is?"

"Captain America's prototype shield." Tony confirmed. "Go ahead and yell."

Peggy frowned. "Why would I yell?"

"Aren't I desecrating a sacred object?" Tony asked sarcastically.

Peggy's frown deepened. She hadn't mentioned Steve around Tony since he was a child, and his tone worried her. "No, of course not. If Steve was here, and you told him you needed something to make it level, he'd give you the shield himself."

Tony snorted. "I like your Captain America better than Dad's."

"Tony, we knew the same man." Peggy reminded him.

"No, your Captain America would like me." Tony said bitterly. "Dad's is just disappointed."

Peggy felt a shiver run across the back of her neck. "Tony, did your father use Steve against you a lot?"

"No." Tony said bluntly. "But you couldn't blame him. I mean, the guy was perfect."

"No one's perfect." Peggy said automatically.

"Yeah?" Tony asked, turning back to her. "Then why did you never move on? Why have I never seen you date anyone ever?"

Peggy sighed. "I never moved on because I wasn't ready, Tony. I've never found anyone, and I wasn't really looking. I'm perfectly content to be by myself, thank you. Am I still in love with him? Yes, of course. Part of me will always love him. But that doesn't make him perfect. Besides, even if he _was_ perfect, you are the very best Tony Stark I know."

"Well, that's good." Tony said flippantly. "Because I'm fairly sure I'm the only Tony Stark you know, so if I wasn't the best, we'd have a problem."

He was smiling again, though, and she counted that as a win.

* * *

After leaving Tony, Peggy returned to New York and the Stark Expo, to talk to Pepper, but was swiftly distracted.

Peggy had never liked Justin Hammer and, as he strutted around the stage with the newly christened 'War Machine' and an army of drones, she was reminded of why.

When Iron Man landed, however, her dislike rose to an instinctual concern, especially when the guns aimed at him.

Tony took off for the skies, dodging the bullets that raced after him, and the crowd scatted, screaming.

"Get Hammer." Peggy told Natasha. "I need to change."

Her abilities would probably not be needed, but the uniform would – should – get people's attention enough to get them out.

War Machine took off after Tony, but the drones leapt into the crowd, opening fire. Chaos reigned, and Peggy ducked into an alcove, to change into the uniform she kept in her bag, fitting an earpiece into her ear. "Tony, what's going on?"

_"Rhodey's locked in." _Tony answered. _"It's Vanko, he's taken over Rhodey and the drones; they're locked on. I'm gonna try to lead them away from the Expo – keep Pepper safe."_

Peggy would have rolled her eyes, but she didn't have time. Instead, she pulled her mask on and slipped her guns into their holsters, before retrieving her shield.

Unlike the original – or even like Steve's – this shield was developed by Tony to shrink to and expand from a disk the size of a CD. Expanding it, she dashed into the crowd, raising her voice to be heard above the calamity.

"Ladies and gentlemen, obviously there is a security breach, please make your way outside the facility and as far away as possible. Iron Man is trying to lead the drones away but there is no guarantee that …"

As if on cue, another set of drones rose from under the stage, firing into the crowd, and she raised her shield to protect two children who were directly under attack. The bullets ricocheted and she hurried the children towards their parents and out of the building, before tossing the shield at the drone in an arc that sliced off the gun barrel and returned to her hand.

Finally, a semblance of peace seemed to fall and Peggy hurried up the steps to see Pepper running towards her.

"NYPD arrested Justin Hammer." She said breathlessly. "It was Ivan Vanko, he …"

"I know, Tony told me." Peggy answered, reaching out to her. "Are you alright?"

"Shaken." Pepper answered, laughing nervously. "One hell of an evening."

Peggy chuckled. "You can say that again. Where's Tony? He seems to have cut off communication with me."

"He's got Rhodey back; Natalie did something." Pepper answered.

Peggy coughed. "Yeah, about Natalie …" She trailed off, following Pepper's gaze to one of the drones, lying lifeless on the steps, sporting a flashing red light.

Just as Peggy registered the potential threat this posed, Tony swooped in, grabbed them both by the waist, and soared upwards, just in time for the drone to explode, swiftly followed by its fellows.

They came to rest on a rooftop outside the blast zone and Tony set them down, his armour beginning to spark under the strain of the battle.

"Oh my God!" Pepper gasped as Peggy helped Tony get his helmet off. "I can't take this anymore!"

"_You_ can't?" Tony repeated. "Look at me!"

"My body literally cannot handle the stress!" Pepper continued, as though he hadn't spoken. "I never know if you're gonna kill yourself, or wreck the whole company, or …"

"I think I did okay!" Tony protested.

Pepper shook her head. "I quit – I'm resigning. That's it."

Tony stared at her for a few seconds, the fight seeming to drain out of him. Peggy fidgeted, but made no move to draw attention to herself. "What did you just say? You're done? Surprising. No, it's not surprising." He sighed. "I get it. You don't have to make any excuses."

"I'm not making any excuses." Pepper said.

"Well, you actually were just making excuses –"

"No, I wasn't making an excuse, because I'm actually very justified …"

"Hey." Tony interrupted. "You deserve better."

Pepper fell silent, letting Tony take her hand. "Well …"

"You've taken such good care of me." Tony continued. "I've been in a tough spot and you got me through it, so … Right?"

"Thank you." Pepper said softly. "Thank you for understanding."

"Yeah." Tony muttered. "Let's talk clean-up."

"I'll handle the transition." Pepper said.

"Okay, what about the press?" Tony asked. "Because you've only had the job for a week."

"Yeah, but with you that's like dog years." Pepper pointed out. "I mean, it's like the president's …"

And then they were kissing, and Peggy hastily turned away to give them some privacy, a smile crossing her face. Her eyes fell on Rhodey, leaning against a wall not far away, and he raised a hand in acknowledgement, mirroring her smile.

"Weird?" Tony's voice asked.

"No." Pepper said breathlessly. "No, it's not weird."

"It's okay, right?" Tony agreed. "Run that by me again."

"I think it's weird." Rhodey said, loud enough to get their attention, and Peggy decided it was safe to turn around as the young couple sprang apart. "You guys look like two seals fighting over a grape. You don't have to do that." He added, as they began stammering excuses. "I heard the whole thing."

"You should get lost." Tony told him.

"I was here first." Rhodey argued. "Get a roof."

Tony sniggered. "I thought you were out of one-liners."

"That was the last one." Rhodey said.

Tony wrapped an arm around Pepper's waist. "You kicked ass out there, by the way."

Rhodey grinned. "Thank you, you too. Listen, my car got taken out by the explosions so I'm gonna have to hang on to your suit for a minute, okay?"

"Not okay." Tony said. "Not okay with that."

Rhodey snorted, straightening up. "Wasn't a question." His visor snapped down and he took off into the sky, as Peggy turned back to Tony and Pepper.

"Well," she said, "first of all, it's about time. Second of all, Pepper, you've had an undercover SHIELD agent as your PA for the last week at least. I didn't know about it until yesterday. I'll be having words with her and Director Fury about it."

"I'll explain later." Tony assured her. "Listen, I get that this week has been crazy, but is there any way I can convince you to sit down and talk about it?"

Pepper sighed. "I'll give it until tomorrow, so we can both be sure it's not a gut reaction."

Peggy's smile widened. She was fairly sure that in the light of day, Pepper would choose to stay on, even if she did insist on a little more communication from Tony.

She was also fairly sure that that would not be their last kiss.

And she couldn't be happier about it.

* * *

"Aliens." Peggy said flatly, her eyes lifting from the report in her hands.

Generally speaking, Peggy stayed out of SHIELD politics nowadays, but every now and then, something happened to drag her back in.

"Aliens." Fury confirmed, although she hadn't really been asking.

"Alright." Peggy said with a sigh, tossing the report back onto the Director's desk. "We can all go home, I have officially seen everything."

Fury cracked a smile. "Well, from what Coulson said, Thor isn't an alien. He's from another realm, not another planet."

Peggy shook her head, rubbing her forehead. "Anything else you want to drop on me while I'm here?"

"The Council has requested that testing on the Tesseract is reopened." Fury answered.

"Why?" Peggy asked sharply.

"Same thing Howard Stark wanted." Fury said, with what amounted to a shrug. "Clean energy."

Peggy's frown deepened. "But it was Pierce that pulled the plug on that research in the first place because we're not an energy company. Why'd he change his mind?"

It might have been her imagination, but Nick didn't seem to want to meet her eyes. "All I know is that it's not a request we can refuse." He said carefully. "Project PEGASUS will be taking place in the New Mexico facility. I've asked Barton to keep an eye on things."

"I don't like it." Peggy said bluntly.

"Well, I've got something to take your mind off of it." Fury offered.

Peggy sighed. "Alright, let's hear it."

"Child trafficking." Fury said. "Ring's based in Tibet, but we think it spans several countries; might even be global."

Peggy took the file and scanned it, but the part of her that wasn't screaming for her to help the children looking up at her was worried.

The timing of the mission seemed a little suspicious, and she couldn't help feeling that Nick was trying to get rid of her.

"You know," she said casually, "Stark Industries is building the first self-sustaining building in Manhattan. Have you thought about consulting Tony on PEGASUS?"

"I'll think about it." Nick said.

"Given that he _is_ a consultant." Peggy continued. "You may as well consult him from time to time."

She didn't blame Natasha for her assessment of Tony's suitability for the so-called Avengers Initiative, but she also didn't think it was entirely accurate.

"Speaking of the Avengers Initiative," Nick said, "it's been scrapped."

Peggy shook her head. "Well, I knew that was going to happen. The WSC don't like things they can't control. That's why I don't like what's happening with the Tesseract."

"Let me handle that." Fury said. "Take the op."

"Undercover." Peggy summarised, placing the file on her lap. "Several months at the very least."

"That's right." Fury confirmed.

Peggy sighed. "What the hell? I'll start packing."

As Peggy Carter jetted off for Tibet, the SHIELD team in the Arctic were battling hostile conditions, waiting for the android they had sent down into the icy water to return so they could declare yet another failed mission.

"Seems like a waste of time." One of the agents muttered, wrapping his hands around a mug of coffee.

Agent Sitwell gave him a stern look. "It feels like it sometimes. But Director Fury has his reasons to keep Operation Valkyrie going."

"Besides," another, younger agent piped up, "can you imagine if we _actually_ found him?"

"Like that's ever gonna happen." The first agent snorted. "Guy's a write-off, if he's even out here. There's absolutely no proof that Captain America was every anything more than just a regular guy in a …"

"Hey!" The second agent interrupted, leaning closer to the computer screen. "What's that?"

"What?" Sitwell asked.

"That." The agent said, pointing at a shape on the screen. "It looks like a plane."

"I don't believe it." The first agent whispered.

Sitwell was already on the phone, dialling the direct line to Fury's office. "Director? You're not gonna believe this, but … I think we've found him."

* * *

**AN: Don't shoot me! Yes, that is the end of this story. The sequel, A Whole New World, will be up soon.**


	8. Chapter 8

**Hi everyone! Just to let you know that the sequel to this story has been posted under the name 'A Whole New World'.**


End file.
